Performance Enhancing Drugs
by Clone26
Summary: Winter has a surprise for Weiss. Experimental Dust compounds! They could do anything, enhance strength, increase mental acuity, cause the biggest explosion ever! But those are all boring. This story is about the more fun kinds of experimental drugs. The kind that increase sexual performance! [Contains Breast Expansion, Futa, and much more]
1. Presentation and Experimentation

**Chapter 1: Presentation and Experimentation**  
 **By Clone26**

 **Welcome to my first attempt at writing RWBY fan fiction. I figured I would start off with a bang and make something super smutty. If any level of body modification (for example; breast expansion or clit growth) isn't your thing, I suggest you leave and purge this story from your memory.**

 **Edit: I edited this chapter to more clearly define where this story fits into the timeline of RWBY itself as well as several other small revisions. [Dec. 2nd, 2015.]**

 **Also: Character tags and content warnings for this specific chapter**

Characters: Weiss, Winter

Contains: Story setup, Light breast expansion

* * *

Weiss Schnee walked through the halls of Beacon's VIP dormitories. Several minutes ago she received a message from her older sister, Winter, while practicing with her semblance in the garden and she was now headed to the room where she would be staying during her visit to Beacon. The message was nothing more than a short and to the point _"Meet me in my room as soon as is convenient."_. Nothing too unusual coming from her sister, but it did leave her worried about what might be wrong.

As Weiss is walking through the halls she spotted two armed AK-200 androids standing guard outside one of the rooms.

 _"This must be her room then."_ Weiss thought to herself.

As she approached the guards they stepped closer together and took up a more defensive stance, blocking her passage to the door. Weiss glared at the robots. "My name is Weiss Schnee," she asserted, "My sister has demanded my presence, please let me enter."

"Negative," the robot on the left responded, "Specialist Schnee has requested complete privacy for the rest of the evening."

"What?! I am her sister!" the short girl exclaimed. Before she could continue to yell at the guards for refusing her entrance, the door opened. Surveying the situation, Winter addressed the guards. "Stand down." She sternly ordered, "My sister, Weiss, may have access my accommodations. Maintain orders to let nobody else enter."

As Weiss followed her sister into the room she noticed several cases of lightly colored dust resting on her bed. She decided not to ask about it, assuming it to be some new dust compounds that her father's researchers were testing, knowing she would quickly learn about them if trials were successful anyway. The older woman's voice tore her thoughts away from that and back to the present.

"Thank you for arriving so soon." Winter said as she closed and locked the door. "I apologize for the extra security, but what I have to discuss with you is a very surreptitious topic."

"It's fine," Weiss responded, "What is it that you wanted to discuss?"

"First, what do you know about dust?"

"Well, it's used to power most mechanical devices. It can be used to-"

"No. What do you know about Dust itself, not its uses."

"Oh, sorry. Dust primarily occurs naturally in crystal form as either Burn, Aqua, Bolt, or Wind. These primary types can then be artificially combined together to create various other alternate forms of dust. All of which can be activated by a living creature's aura."

"Enough." Winter halted her, smiling, "That is correct." She walks over to the cases of dust sitting on her bed. "And, as you no doubt know, our family's company is continuously researching and experimenting on dust to discover and create new unique forms that can be used to improve our lives, or expand their profits."

"These vials," Winter gestured to the cases containing small flasks of dust, all of various pastel colors, "Are the newest samples from the Medical branch of the Schnee Labs. They have been experimenting with ways to enhance the human body beyond what Aura alone can do. To create the next generation of Super-human Specialists."

"What does this have to do with me?" Weiss asked calmly, trying to hide her nervousness at the idea of infusing her body with such a Dust.

Winter looked somewhat amused at the question, "I would like you to participate in the exclusive clinical trials for me, so that I may record the results."

"And it's safe?" Weiss asked as her sister handed her a small, closed, case only large enough to hold two or three of the small vials.

"Completely." Winter assured, "Simply follow the instructions on the label of the vial and you should run no risk of harm."

"Alright, I'll do it." Weiss spoke with feigned confidence as she took the case and proceeded to exit the room.

"One more thing," Winter said before she could open the door, "These samples and our involvement in the trials is classified. Noone else is to know of this. So try not to overdo it. You still need to participate in a public tournament after all."

"Understood." Weiss said before finally leaving and heading back to her dorm.

 _"Good."_ Winter thought to herself as she smiled.

* * *

Weiss stood in the bathroom of team RWBY's dorm, standing half naked in front of the mirror. She looked at her tiny chest, at how her little mounds only extended a fraction of an inch from her rib cage. Her only article of clothing being a pair of plain white panties, her nightgown was neatly folded and resting nearby on the counter. The case she received from Winter was sitting on the counter top. The Schnee logo was imprinted in the center of the rather small and flat rectangular box.

The rest of her team was on their way to the cafeteria to enjoy dinner after a long day. Weiss opted to stay behind. She told her team that she would be taking a shower and that they could bring her something to eat when they came back to the dorm. Of course, the real reason she chose to stay behind was so that she could finally take a look at this new Dust her sister had given her.

Unlatching the case and lifting the lid Weiss saw 3 things inside. On the far left was a glass vial with an oddly shaped nozzle on the top and what appeared to be a light orange colored Dust inside. There appeared to be no way for her to open the container with just her bare hands. To the right of that was another vial with a mostly clear foggy white liquid, with a much simpler screw-on cap. Finally, in the far right of the case was something that almost looked like a tiny gun or syringe, but the tip was too wide and flat to penetrate skin.

Curiously picking up the white liquid first, she read the label. The label had several things marked over in thick black. What she could read included 'Schnee Medical Laboratory' and 'Counteracting Agent'. Apparently some sort of antidote for whatever the dust is supposed to do.

Next she picked up the dust vial and started reading the label. She read the rather interesting name and wondered out loud " _Supple?_ Who would name a dust something as silly as that?". Written immediately under the words 'Test Sample' was the instruction to 'Take one dose per day until desired size is met'.

 _"Desired size?"_ Weiss questioned to herself, _"Is Winter trying to give me a larger muscle mass? Or perhaps she's trying to make me taller?"_ Weiss scoffed at the thought of that second idea, _"Well, she did say something about super-humans..."_

She continued to read the warnings and instructions. 'WARNING: Do not apply to any area of the body other than instructed. Side effects undocumented _.' "I'll have to be careful then."_ Weiss continued onto the usage instructions. '1. Use provided applicator-' _"I guess that's what this syringe-like thing is."_ '-to evenly apply one dose to each breast.'

"What." Weiss said out loud, shocked by what she just read. She read it again, just to be sure. "My sister is trying to give me bigger breasts?!"

 _"I- I'll just give it a try. I suppose I have been envious of girls with breasts larger than mine, especially Yang."_ Weiss reasoned to herself.

She continued reading the instructions, '2. Locally activate aura until all applied dust is absorbed into the body. 3. Wait 5 to 10 minutes for dust to take effect.' As well as some fine print at the bottom, 'If any dust makes contact with the body anywhere other than intended area, do not activate aura and wash off with clean water. Current studies show effects can last for a few days, weeks, or permanently or until counteracting agent is applied.'

"Okay. This sounds reasonable enough I suppose." Weiss said, reassuring herself, "At least she gave me the antidote too, so it's not as if I'm being forced with no way to change them back."

Finally, Weiss retrieved the applicator from the case. Seeing a small label on the side, she decided it would be good to be cautious and read it. '"Supple" Dust Applicator: Holds a maximum of 1 dose of "Supple" Dust' _"I suppose that simplifies things."_.

After inspecting the device for a short time she finds a small hole on the bottom of the grip that looks like it fits onto the dust vial's nozzle.

Placing the grip on top of the nozzle, the small reservoir in the grip of the applicator quickly filled with the orange dust. She lifts the nozzle of the applicator up to her right breast and begins to apply the somewhat sticky and slightly cold substance all over it, until it is covered in a thick and even coating of the stuff. She supposed the dose was meant to be able to cover much larger chests, but the warnings didn't mention anything about their starting size so it must have been fine. She quickly refilled the device and applied a layer to her left breast as well.

As per instruction, she channeled her aura into her chest. She closed her eyes, not wanting to watch as she willingly infused dust into her own breasts. Soon she began to feel a warm and pleasant feeling in her breasts, but nothing overwhelming.

Immediately after, she opened her eyes to check that all the dust had been absorbed and to see if her breasts had gotten any larger. While all of the orange dust had indeed been absorbed into her skin, there was no other visible change and her chest had gone back to feeling mostly normal, if slightly more warm, but that could have simply been from no longer having the chilly dust on her skin.

After a few minutes of boredly watching her breasts in the mirror Weiss started to feel the warm and pleasing sensation again, along with a new tight feeling just under her skin. She began to intently watch her chest in the mirror all while the feeling in her breasts grew more and more delightful. Soon she saw her nearly flat bumps ever so slightly swell and the feeling became more intense as she stumbled and bent down to sit on the toilet for support. Her breasts continued to stretch and grow, while the feeling in her chest brought her nearly to the brink of orgasm.

And then it stopped. Weiss sat on the toilet seat panting, unsatisfied. She had been scared it would hurt, not even considering it might feel as pleasant as it was. Her breasts were now almost as large as Blake's.

Slowly standing up, still breathing in gasps, she gathered the dust and applicator and put them back in the case with the antidote. She then closed and re-latched the container. In her unthinking state she decided to hide it behind some of her other things in the medicine cabinet, hoping perhaps the others would just confuse it for an expensive makeup case and think nothing of it. She quickly donned her nightgown, the garment now riding slightly higher than it had before, nearly exposing her underwear.

Weiss slowly returned to the bedroom to rest face-down on her bunk before the others returned with her dinner, hoping they wouldn't notice the increase in size.

* * *

A week passed and and the Vytal Festival Tournament came to an end. Weiss and Yang easily won their doubles match and Yang went on to the final singles match. Unfortunately Yang seemed distracted by something on the day of the final match and the trophy went to some no-name team from Haven. RWBY was awarded a smaller silver trophy for their efforts though, which was nice.

During the week Weiss had only decided to make her breasts larger once more, a few days after the first time. She didn't want them to become too difficult to move with during the tournament. Now they were about the same size as Blake's moderately sized bumps, although they looked significantly larger on Weiss's smaller frame.

She seems to have done a good job of keeping the secret. Every time she's checked on the case in the medicine cabinet it is unmoved from where she left it, and none of her teammates have made any comments about a strange case in the medicine cabinet or about her chest.

Of course, her team _had_ noticed. It's a difficult thing to hide from people she shared company with nearly 24/7, after all. A change like that happening so quickly. Ruby decided she liked Weiss's boobs like this, though she now gets more nervous and red-faced around her than before. Blake had taken notice, but not much more than that, preferring to keep to herself and deciding that a change in Weiss's cup size hardly mattered to her. Yang, on the other hand, very much did _not_ like Weiss's rapidly growing assets.

Yang took pride in having the largest chest among her group of friends, though she viewed Pyrrha as a worthy adversary as 2nd best. Weiss, however, was not worthy of such a large chest in her eyes. Weiss recently grew to a size between her own and Blake's and by Yang's predictions wouldn't take much longer to surpass even her. And that was something she could not stand for. She had even noticed them bouncing around while they fought together in their match. The ice queen's tiny mounds _weren't_ supposed to bounce!

Late that night, when the others had gone to sleep, Yang quietly infiltrated the bathroom to look for anything Weiss might be keeping in one of her makeup bags and cases that Weiss might be using to give herself bigger tits. Looking through the cabinets and drawers Yang couldn't find anything out of the ordinary. Just normal makeup, shampoos, soap, toothpaste, and other toiletries.

The last place she could possibly look was the medicine cabinet behind the mirror. Opening it she again saw nothing weird. Just some razors, aspirin, an extra tube of toothpaste, some allergy medicine- oh, that's new. In the bottom right corner behind a bottle of mouthwash and some deodorant she saw a box with the Schnee logo on it.

After pulling the case out of the cabinet she sat it down on the counter and opened it up. Inside she saw a couple of small jars and some syringe-looking thing. Not knowing what any of it was, she picked up the first vial and began to read the label.

"Jackpot." Yang said quietly.

* * *

 **Thank you for reading the first chapter of my first story!**  
 **Rather heavy on plot and light on smut, I know, but we'll get to more of that later on. I just like my porn to have a little substance behind it, make the sex feel more worth it than just mindless fucking or lonely bored masturbating.**

 **Also this story marks my first time writing anything sexual (at least with the intent of strangers reading it).**

 **At the start of this story Weiss has no interest in Neptune, or anybody else for that matter, Ruby has a crush on Weiss, and Blake and Yang are together.**

 **Fun fact: Originally (before the edits) this chapter had exactly 2,266 words in it. That's, like, double the number at the end of my name!**


	2. Substance Abuse and Generous Results

**Chapter 2: Substance Abuse and Generous Results**  
 **By Clone26**

 **Thanks anyone and everyone who read the first chapter of my first story.**  
 **Even more thanks to anyone who enjoyed it!**

Characters: Yang

Contains: Breast Expansion, Masturbation

* * *

Yang took in what she just read and what it meant.

 _"Weiss had a secret tit growing dust... AND SHE DIDN'T TELL_ _ **ME**_ _?!"_

She continued to read the label on the dust, ignoring the strange milky white liquid in the other bottle, so she could figure out how it worked. So she could use it on herself of course. _"It's really that easy?"_ Yang pondered, _"How did she even get something like this?"_

"Whatever," she said out loud while removing her tank top, "So I just gotta take this syringe..." Yang proceeded to fill the applicator with the light orange dust and covered her already sizable bosom in the viscous stuff. She quickly activated her aura around her boobs and watched as the sticky particles slowly disappeared into them. Gasping as she felt the unexpected warmth and light pleasure that came with the process.

She was promptly disappointed when the feeling went away without any growth in her breasts. Eventually she realized that the label on the vial said to wait 5-10 minutes. So she waited.

9 minutes later and she still didn't see or feel anything around her boobs.

Suddenly the previous warm and pleasurable feeling returned with full force. Yang doubled over at the sensations, and grabbed at her tits. "Holy shit." she whispered to herself. They felt hot, almost painfully so. Her body was straining so much she could feel the pressure of her heartbeat in her temples.

Yang managed composed herself enough to pull her arms away and look back up at the mirror. What she saw was almost unbelievable, her breasts were pulsing ever so slightly larger with each beat of her heart. Each swell more pleasurable than the last. Slowly building up to what would probably be one of the best orgasms of her short life.

Far too suddenly for Yang, the pleasure stopped and her breasts stopped growing. Groaning out of frustration, she grabbed for the applicator and began spreading more of the heavenly substance over her now huge tits not caring for the recommended dosage. They immediately began to feel hot again.

Abandoning the mirror, Yang stumbled to the floor and sat with her back leaning on the side of the bathtub. Gasping, her breasts continued to grow significantly faster than before, again expanding with each pump of her heart. Nearing release once more, she grabbed her breasts as they continued to balloon outward. Squeezing the flesh and pinching her nipples as they also grew subtly larger. She moaned softly at the feelings.

Finally her climax claimed her and her pussy squirted juices across the bathroom floor as she struggled to reign in her cries so as to not alert her teammates. _"Hah... hah..."_ Yang gasped as she came down from her high and took in what she had done.

Not only did she have the most powerful orgasm of her life, so far. But she had also more than doubled the size of her previously already large breasts. Each one now about the size of her head.

"Oh fuck. That was..." she started, still panting, before looking down at her now enormous tits. "Holy shit. Heh... That'll be a tough one to explain later."

Standing up slowly, her new melons jiggling as she did, she tried to clean up her juices and put the case back in the cabinet in a feeble attempt at saving face. Unfortunately she was too dazed and the puddle was too large, she only managed to wipe away some of the liquid with a her own discarded shirt before she decided to get back to her bed and get some rest that she now greatly needed.

She found it difficult to climb up to her bunk with the extra payload. After several minutes of wrestling with the pendulous mounds while trying not to disturb her teammates or the books that held her bed aloft, she managed to climb on. Ignoring the blankets, she opted to simply lay down on her back with her breasts hanging to either side of her chest, rippling slightly with each rise and fall of her chest, still breathing heavily from the ordeal, as she fell asleep without a care in the world.

* * *

 **A much shorter chapter this time around, sorry all you people who like word counts of 2000+.  
Don't worry though, I've still got plenty more outlined and brainstormed before I start running out of words to add. Just think of this as a sort of filler chapter before the real story begins.  
**

 **I wrote this one at 2:30 AM because I'm a crazy person. (although that much was obvious what with the content of this story, and it only gets crazier from here.)**


	3. Intervention and Personal Growth

**Chapter 3: Intervention and Personal Growth**  
 **By Clone26**

 **Thanks anyone and everyone who continues to read this story.**

 **And already back to a nice 2000+ word chapter.**

Characters: Weiss, Yang, Blake, Winter, Ruby

Contains: Clit growth, Masturbation

* * *

The next day was a free day and as such nobody set an alarm, giving team RWBY a chance to sleep in and wake up at their own paces. Unfortunately for Yang, Weiss was the first to rise that particular morning. As soon as she did, Weiss began going about her normal morning routine.

She first shuffled to the room's small adjacent kitchen where she started making herself some coffee. While that was heating up she went back to the bedroom to change out of her nightgown and into her usual combat skirt. Still not paying much attention to anything else around her, she returned to the kitchen where her now hot coffee was waiting, and she eagerly took a sip.

Now starting to wake up, she lazily walked back to the bedroom to retrieve her scroll and figure out what she was going to do for the day. As soon as she grabbed the scroll, she glanced at each of her teammates first down to the tranquil Blake, tucked under her blanket with not much more than her uncovered cat ears poking over the top. Next to Yang who was, as always, sprawled on her back without even a single sheet covering her, and with her normally huge breasts hanging to her sides as they slowly rose and fell with her breathing. Finally the youngest and cutest of the- wait.

Turning her attention back to Yang she fully awoke and with a combination of anger, rage, and awe, she yelled "Yang Xiao Long what on Remnant have you done?!". In her fit of rage, accidentally hitting several buttons on her scroll.

The sheer volume was enough to shock the rest of her team awake. Blake mumbling something about Yang being quiet. Ruby yelling out, "-I love you!" in shock; a holdover from the dream she had just been having. Her face immediately going red, not that the others could see it through her bed fort sheet.

Yang tried to jump up at the noise, but suddenly found that prospect difficult. She looked down to see what could have been holding her down, and she saw them.

"Oh fuck..." She started, "So I guess that wasn't a dream then? Heh..."

Ruby lifted her overhead sheet to see what Yang was talking about, and immediately blushed tried to go back to sleep. Attempting to convince herself that this was a nightmare and everything would be normal once she woke up.

"Yang," Weiss said angrily, glaring into Yang's eyes, "How exactly this this happen to you?"

Blake's ears perked up. _"Did something bad happen to Yang?"_ she thought to herself.

"Well, you see. Funny story about that, actually..." She trailed off.

"Keep. Talking." Weiss urged her sternly.

Blake, meanwhile, was getting curious, but didn't want to interrupt the confrontation between the two ladies lest she be caught in the crossfire.

"Fine. I was getting jealous over the size of your tits so last night I looked around through your stuff and found this weird Dust-looking stuff. After I read the part of the label that said it made boobs bigger I used some of it on myself. Happy?" Yang ranted in frustration.

Blake continued to get more curious. _"Her breasts are even bigger than before?"_ Blake thought while blushing. She decided she liked the idea of that quite a lot, but still didn't want to get between Weiss and Yang while they argued.

"You- Yang, that was meant for scientific research!"

"Well how was I supposed to know that?" Yang asked angrily.

"It said so on the label you claim to have read!"

"Oh..."

"Now I have to contact my sister and make sure this didn't interfere with the results of the experiment." Weiss complained, forgetting about the experiment's classified status.

"Wait, your sister wanted to test how big your boobs could get?" Yang questioned, shocked at such an idea.

Blake, without warning, covered her cat ears under her pillow. Almost as if blocking out some loud noise.

"What? NO!" Weiss countered, "It's new mixtures of dust being tested by the Schnee Dust Company!"

"I see you've already broken our spoken contract." A stern, mature voice said from behind Weiss.

"W- Winter!" Weiss exclaimed, turning to face her sister who had her arms folded behind her back, "I didn't mean to! Yang just went snooping around last night in all of my things and found the vials-"

"Enough." Winter interrupted her, "There is nothing to be done about it now. As long as your teammates and nobody else are aware of this, however, I think we can come to an agreement."

"Oh... Well what did you have in mind?" Weiss asked, nervously.

"I would like to extend the offer of acting as test subjects to the rest of your team." Winter answered simply.

"Really?" Yang excitedly asked, "You mean I can do that again?"

"The offer is not available to you. At least for now." Winter said coldly, "Not after how you so clearly abused the test sample of another without so much as their permission. As well as, evidently, ignoring the recommended dosage."

Yang visibly deflated, but Ruby and Blake began to perk up at the implication that having her breasts grown so large was an apparently enjoyable and possibly addictive experience. They each looked hopefully and expectantly at the Atlas Specialist.

"As for you two." She said, addressing Ruby and Blake, "I will supply you with each of your own test sample kits, assuming you agree to be human test subjects."

"Yes!" "Of course." They said.

"Excellent." Winter continued, "Then you, Weiss, will also be receiving a new sample. Given that your original one seems to have been tampered with." She finished, glaring directly into Yang's eyes.

She brought her arms out from behind her back, revealing a large Schnee Family brief case. Opening it still in her arms, she retrieved a smaller case from inside of it and handed it to Weiss. She handed two of the remaining sample cases to Ruby and Weiss.

"You now have my permission to do what you wish with these test samples." She addressed to everyone in the room, "Although I must remind you to read the labels on every container and object within these cases," She says while glaring at Yang again, "As well as to conform with the recommended doses, as they are recommended for a reason."

Without another word, Winter exited. For a moment the only sound that could be heard in Team RWBY's dorm room was the sound of echoing heel clicks getting quieter.

Blake was the first to speak up, "So, that's it? No contract or anything?" she commented, thinking this was strange behavior for any businesswoman, especially a Schnee.

"Aw, don't worry Blake," Ruby attempted to reassure her, "Weiss was taking hers for a week, and even Yang apparently overdosed, and they both seem fine!"

"Precisely." Weiss commented, "My sister wouldn't do anything to bring harm to me or my friends."

Being reminded that Yang's breasts had become larger, Blake quickly got out from under the bunk bed and stood up to look at her. The sight immediately sent her heart pounding and made her face red as she thought about motor boating those gigantic things. Unfortunately for Blake, she wanted her first time with Yang to be something profound and meaningful, like in her romance novels. Restraining herself, she quickly went to the kitchen to get herself breakfast to distract herself.

Throughout the day, they each took a moment to sneak a look at the label of their new dust. Weiss was curious what "Cream" dust might do. Ruby was quite confused at what "Yield" dust could be for. While Blake was secretly excited by what "Rigid" dust might do to her.

Everyone was silently nervous yet excited for the rest of the day, waiting for a moment of alone time so they could test out their experimental dust. All except for Yang, who spent most of the day grumpily trying to find something she could wear over her new tits.

* * *

While the others climbed into bed and fell asleep, Blake decided it was a good time for a quiet bath. It was only coincidence that she happened to bring her sample case into the bathroom with her.

She discarded her clothes and left them on top of the toilet seat. Now fully nude, she climbed into the bathtub and got into a comfortable position lying down with her back against the far end of the tub. She was so anxious to use the dust on herself that before she even thought to turn the water on she reached over the lip of the tub and grabbed the small box. Upon opening it she saw 2 vials and an applicator.

After spending some time slowly and cautiously reading over the labels on everything, she was left confused by one detail. The instructions on the dust required her to apply it to her penis. Which is kind of a problem when you're female like Blake, as she didn't have a penis.

Deciding that after a full day of anticipating this moment, she couldn't stop now. Slowly, nervously, she filled the reservoir in the applicator with the sticky lightish red powder. With a shaking hand she moved the nozzle end of the device to her crotch, specifically to her clitoris. Starting to apply the substance, she was shocked by how cold it felt on contact with the sensitive bud and flinched, getting some of the stuff all around her clit and a tiny bit inside her urethra, not that she noticed that.

As she read to do, she focused her aura locally around her vagina. She watched as her painted-red clit returned to its normal pink color. And she felt as if she left a vibrator directly on her clit as it tingled and twitched. "Oh my... god..." she groaned happily at the sensation.

After nearly three minutes of feeling her clit throb under the intense heat, she began to feel something else, almost like she had to pee. Then she looked down at her pussy and noticed her clit visibly twitching faster, in time with her increasing heart rate. Her clit began to slowly lengthen with every few twitches.

Momentarily shocked that this was actually happening, Blake quickly snapped out of it and reached for her ever expanding clit with her right hand. "Ah!" she gasped as she felt for the first time just how sensitive her clit was during its transformation. Stroking her now two inch long rod with only her thumb and index finger felt like nothing she had ever experienced before. It felt better than playing with her clit had ever felt before, and it felt better than she ever imagined having a penis could feel like. It was as if the two sensations were combined into one tiny hypersensitive point on her body.

As she continued to stroke her clit, it continued to grow even larger. Just passing 3 inches long and almost half an inch thick. "Oh fuck. Oh fuck..." she managed to get out between sighs and gasps of pleasure. She felt a strange pressure building up inside her clit and it began to feel even hotter than before. In an effort to feel even better during this transformation, Blake reached her other hand between her legs and began to rub her pussy lips as well. Even that little extra stimulation was enough to set Blake off on the most intense orgasm of her life.

The moment she came, her now penis-like clit had instantly grown to 4 inches long and 3/4 in. thick. Something else she didn't expect also happened. She squirted harder than ever before in her life, but she didn't feel it splash on her left wrist like she expected. Instead she saw it ejaculate from the tip of her clit as if it were a penis. Before she could register this, she immediately collapsed in a tired heap at the bottom of the tub.

An hour later, Blake stirred from her cat nap. She glanced down at her crotch to confirm what she remembered wasn't a dream. She was curious if what she thought she saw happen actually happened so she gently tugged her clit in different directions to better inspect it. When she saw that her urethra had moved from above her vagina to the tip of her new pseudo-penis she nearly gasped. She now had both a vagina and a penis, and both seemed fully functional. Although the urethra likely only lead to a bladder and not a full semen production line like on a real boy. It was still very intriguing to the faunus.

Deciding she should probably actually clean up after that, Blake promptly turned the valve to let water into the tub. Briefly noting her new penis's extra sensitivity to the water temperature compared to her old clit. She quickly washed herself of all her sweat and other juices. After a short 5 minute bath, she got out and began drying off and getting dresses, noting how her penis amounted to a significant bulge in her panties. Either she was way more excited than she thought at the idea of becoming a hermaphrodite, or her pseudo-penis didn't get nearly as soft as most normal penises.

* * *

Also contains: Futa transformation, apparently

 **I hope I'm noticeably improving my smut (or at least, masturbation) writing skills as this goes on.**

 **Another long-ish chapter to hopefully sate your (and my own) lust for more** **totally scientific** **bodily transformations. As well as to introduce the rest of team RWBY into the fun.**


	4. Self Discovery and Startling Development

**Chapter 4: Self Discovery and Startling Development**  
 **By Clone26**

 **Thanks for all the Favs, Follows, and Reviews so far.**

 **To and anyone else who enjoys White Rose: Don't worry, I have something planned for those two.**  
 **For now, I hope you all enjoy this entry. Introducing Ruby and finally having all of Team RWBY altered in some way by the various strange dusts.**

 **For future reference, characters interacting sexually with each other (ie. having sex) will be listed as [Ruby x Yang] (for example), so yes, that means yet more masturbation and introduction to another type of dust for this chapter.**  
 **A type with an effect I think some of you will like. For everyone else... well I'm sure it can't be that bad.**

Characters: Ruby, Yang

Contains: First time masturbating, Vagina stretching, Light nipple expansion, Nipple penetration

* * *

Ruby couldn't sleep. The brunette got about an hour of rest before she woke up because of nervousness and now she couldn't get back to sleep. She kept thinking about Weiss and how her boobs were so much bigger now. She thought of Yang and how it seemed like she really liked it when she used the dust for herself. And she thought of the case of experimental dust hidden under her pillow right at this moment.

All of it made her nervous, and anxious, and horny. The only problem was that she had never touched herself in that way before. Sure she'd overheard Yang talk about it with her friends, and even seen pictures on her scroll of girls doing that and much more, but she never actually did it herself.

Ruby decided in this moment, with everything that's been going on with the boob growing and the sex talk and this new dust she got, she was finally going to do it tonight. Slowly, almost reluctantly, she reached down to her pajama pants. She hooked her thumbs inside and pushed them down her legs. Stopping at her knees, she decided that was far enough. And reached back up to do the same with her panties.

Suddenly she heard the bathroom door open, and she heard someone step out and into the bedroom. She heard them climb into a bed, in the direction of Blake's bed. She just figured that Blake had to go to the bathroom late at night and would be back asleep soon enough. So she kept going.

Hooking her fingers around her panties, she pushed them down her legs much faster than her pants. Ruby could barely see anything in the darkness of the bedroom at night and under her sheet canopy. She decided to get it over with quickly and nearly slapped her left hand over her crotch. Wincing slightly, she decided to take it just a little slower.

Starting by rubbing her fingers up and down through her folds, she thought it felt good. She wanted to feel better and thought back to what's she's heard and images she's seen. Remembering seeing girls in pictures pushing their fingers inside she decided to replicate that. Upon trying this, she found it was difficult and uncomfortable, so she just kept rubbing the outside.

Deciding she wants to feel even better, she reaches under her pillow for the dust case. Using her scroll for a small amount of light, she reads the label on the side of the dust vial. Apparently this "Yield" dust was meant to go inside her vagina.

Adjusting herself so her back was flat against the bed and her hips were arched into the air, she readied the syringe-thing with a full dose of the bright pink dust. She raised the device up to her vagina and inserted the nozzle, which was about the diameter of her pinky finger, into her entrance. Squeezing the trigger on the applicator, she felt a somewhat cold and viscous substance flow into her. Once the reservoir was empty and she felt full, she directed her aura to her crotch.

Soon, she felt a warm tingly sensation not unlike what she was just feeling from rubbing herself, but she could feel it all over and inside her vagina. It felt like something was pushing into her, but without any of the discomfort that came from trying to finger herself. "Oooh..." Ruby moaned, trying to keep quiet so she didn't wake her friends. The warmth soon faded and she was left wanting more.

She took a couple of minutes to lie back and catch her breath. She wondered if the dust already finished its work and decided to continue what she started. As she reached back toward her pussy with her bare left hand she began to feel the pleasing heat again. "Ah!" She gasped, not expecting it to happen again.

Quickly the feeling became much more powerful than the first time. Again Ruby felt the sensation of something being pushed into her, but as she cupped her hand over her sex, she knew nothing was really there. It did not hurt and it wasn't uncomfortable. The pressure made her feel full, almost complete. She breathed quickly and heavily at the new sensations, gasping whenever the pressure shifted to a particular spot within her. Slowly a different pressure started building, feeling almost as if she had to pee. But she was too focused on how good it all felt to leave for the bathroom right now.

"What? Aww..." she groaned when all of a sudden both pressures disappeared. She no longer felt like she had to pee, but all of the pleasure and warmth was gone as well. Worst of all, she felt empty. Not in an existential kind of way, no. She felt physically empty without the force of the phantom object inside of her.

She adjusted her fingers, deciding that even though it felt uncomfortable before, she really needed something inside of her right now! To her surprise two of her fingers slipped in easily, almost completely without resistance. The act didn't feel at all uncomfortable either. In fact it felt similar to the invisible force that was inside of her before, only seemingly much smaller.

Moving her fingers around, she found that touching the sides felt really good. Her walls seemed stretchy and soft, easily giving way to her fingers' movements. She stretched her hole wide open, feeling a rush of cool night air directly inside her gaping passage. "Mmm.. Nngh..." she whined as she tried to move her fingers deeper, slipping in another finger in the process. The extra finger felt wonderful, helping to fill the void left from the dust's handiwork. Quiet sounds of wet slurping filled her private little canopy as she moved her fingers in and around her soaked hole. She let the fourth finger on her hand slide in as well. The red head was starting to feel that pressure to pee again, but she didn't care. She just kept moving her fingers in and out of her now elastic pussy, sliding them over and under each other trying to get the most pleasure possible. The wet sounds becoming louder and more frequent.

As she started to consider squeezing her whole hand in, Ruby heard a noise and quickly stopped what she was doing so she could hear this new sound better. She heard it again to her left and realized it was a voice. Quickly pulling her pants back up, and ignoring the wetness covering her hand, she pushed her bed sheet aside to see who it was. She immediately saw Yang starting directly at her from across the room on her bed. Ruby's face went red as the cape she was so famous for wearing and she started stuttering out an excuse to Yang about what she might have just heard her doing.

Before Ruby could get anything intelligible out, Yang started talking. "Hey, Ruby." she began with a loud whisper. "Can you give me some of that dust Winter gave you?"

 _"Did she not hear the sounds I was making?"_ Ruby thought to herself. "Uhm... I- I dunno. I mean she seemed pretty angry with you and- uh-" She started mumbling, trying to get the subject of conversation away from that dust.

"Oh, don't worry about that." Yang tried to convince her, "She said we could use each others' dust as long as we asked permission, right?"

"I- maybe?" Ruby replied, unsure.

"I won't even use a full dose, I promise."

"Then I, uh, guess it's okay then..?" Ruby said while wiping off the tip of the applicator, trying not to think about how it was inside her only minutes ago and how she was about to hand it to her sister.

"Awesome!" Yang whisper-yelled excitedly, "Thanks, Ruby. You're the best little sis ever. I'll give it back tomorrow."

"Mhmm..." Ruby mumbled as she tossed the vial and applicator over the Yang's bed, careful to make sure they landed on her soft comforter.

Ruby went back under the protection of her sheet and tried not to think about how her sister probably heard her masturbating as she tried to fall back to sleep once more.

* * *

The blonde excitedly filled roughly a quarter of the applicator's reservoir, keeping with her promise to Ruby a few moments earlier. At any rate, she had already decided to only cover her nipples with the stuff so it wouldn't be obvious to Weiss or her sister that she used more of it. She didn't pay it any mind when she saw that the contents of this small jar seemed more pink than the light orange dust she _borrowed_ from Weiss a few days ago, waving it off as just a trick of the light.

Yang's new assets caused her shirts to ride up a bit, baring her midriff. Not that she minded, of course, since most of her other shirts already revealed as much. But now the other shirts _were_ a problem. They mostly just rested on top of her huge tits now if she tried to wear them. This, unfortunately, left her current wardrobe quite limited. Almost all that remained serviceable was a few t-shirts and tank tops that she originally brought to use as PJ's.

The large breasted girl lifted the bottom of her t-shirt to the top of her bountiful breasts and with her other hand she brought the tiny gun-shaped device up to them. She gasped as the cool gel-like dust made contact with her tips. The familiar sensation of warmth and pleasure began to concentrate on her peaks. She had missed this simple yet heavenly experience even after only undergoing it once before.

"Ah..." The familiar feelings of heat and bliss were soon joined by a totally foreign sensation. "Huh... this is new..." She whispered curiously to herself as she felt as if something had begun to press into her nipples, but as she glanced down at them they appeared no different. As quickly as the pressure and heat had arrived, it was gone again. This time Yang was going to be more patient while waiting for the full results of the strange dust.

"HAH! H- holy shit..." she suddenly yelped. After waiting a few moments, far more brief than the 5 to 10 minutes she remembered reading on the label last time, the hot pleasure returned along with a far greater invisible force around her nipples. This time however, it felt like the force was somehow inside of her breasts. Much different from the softer and lighter pressure she felt the first time she grew her breasts.

Despite the differences to her previous experience she couldn't help feeling horny and getting wet from the sensations. "Mmmnn, oh yeah..." she quietly groaned. Wanting to add to the pleasure, she started groping at her own breasts. Softly petting and stroking them was enough to make her feel as if she was rubbing her pussy lips thanks to the increased sensitivity from the transformation. She eventually chose to stop wasting time and grabbed at one nipple with each of her hands.

Yang twitched and nearly came from that small amount of contact. Her nipples felt amazing, almost like each one was a clit at the peak of her breast. The force still growing inside her tits now feeling like it was focusing on just her nipples. "Oh _fuck_ , they feel even _tighter_ than the first time." the blonde moaned quietly. She gently pinched and rolled her nipples between her fingers, doing her best to get as much out of this short moment of transformation as she could. As the pressure seemed to become even greater, she changed her approach to prodding her nipples with her index fingers, teasing them one last time before release.

Suddenly the invisible pressure from within seemed to cease. "Wha-?" she mumbled. It was quickly replaced by another, much more pleasurable force that felt like it came from outside of her breasts this time. "Mmmm..." she moaned as she simply accepted the wonderful feeling, and returned to teasing her nipples. Rather, she would have if her fingers didn't seem to be stuck on something.

Looking back at the peaks of her melons, Yang saw something that she thought she would only ever find in the freaky Mistralian Hentai that Blake tried to hide under her mattress. She was shocked into silence, mouth hanging wide open. It looked as if she was fingering her breasts. Her index fingers had somehow slipped inside of her nipples. They looked like they were almost two inches deep, each finger down to the middle knuckle. This shouldn't have been possible, it should have hurt, or at least been uncomfortable. Yet it wasn't. It didn't feel painful or even unwelcome, it almost felt good.

The big-titted blonde slowly began to move her fingers again. Gently swirling them around to test the feeling. She began to breathe again, gasping and panting at how surprisingly good it felt to her. Slightly less sensitive than the inside of her pussy, it was comparable to the few times she experimented with ass play. She decided to try fingering them properly. Starting by pulling them forward, out of her nipples. "Hah... hmmmm..." the gasped and moaned at how the walls of the new tunnels inside of her nipples were so tight that her tits were being pulled forward with her hands. Stretching further, almost pointing straight outward from her chest, before finally her fingers broke free with an audible pop and her pendulous breasts fell back against her belly.

Feeling adventurous she brought her fingers back to her breasts and teased the rims of the slight openings that now adorned the very tips of her slightly puffier nipples. She quietly gasped as her nipples twitched in anticipation. She slowly inserted her fingers one at a time, right breast first, then left. "Oh wow..." she said in awe as she felt and watched her fingers push into her nipples, this time fully aware of what she was doing and what was happening. She wanted to take this slower, now that she mostly knew what she was getting into, pun intended.

She tested their depth, slowly moving her fingers ever deeper. Wriggling her fingers slightly to work through the narrow passages. "Ahh... Oh god..." she moaned. As she passed her second knuckles she was heading into unknown territory, further inside her nipples than before. Getting close to fitting the entire length of her fingers she noted how she felt oddly full. It didn't feel unlike having a big dick fill her pussy. Only somehow it felt more right, almost like she couldn't feel complete without something piercing her nipples and being inside of her tits.

"Holy shit, this feels so weird..." She said as she finally she ran out of finger length to push into herself, so she started to pull back out. She loved watching as her breasts were slightly pulled with them, as if not wanting to let go. Before they could come free, she quickly thrust her fingers back in, as deep as they could go. "AH! _Fuck yes!_ " she blurted out at the jolt of did this again several times, slowly pulling nearly all the way out before slamming back in to be met with a surge of pleasure in her whole chest, until she was confident that it was time speed things up.

Yang soon got into an alternating rhythm, pulling a finger out of one nipple as she thrust into the other. The result was a near constant wave of ecstasy flowing through her body from left to right and back again. "Ah! Hah! Hnngh- Gah! Heh! Hah!" She couldn't stop gasping and moaning as each pump into her nipples caused her bouncy tits to ripple from the impact. She was in heaven as she felt herself climb closer to release. She pumped faster and faster, squeezing her breasts together as she did so. The blonde whimpered as she grew closer and closer to her peak, her whole body shaking. "Ah! Hnnnng _ghaaaah_ ~ Mmmnnn..." Yang uttered strained whines as the tit-induced orgasm washed over her. Wishing that, for those blissful moments, she could have been with a partner so she could really let her moans be heard.

She continued to pant and twitch as she fell asleep atop her covers with a wide smile and finger still loosely pressed into her left nipple.

* * *

Silently in the bed below, a certain cat eared faunus found an excuse to try out her new appendage for the second time that night. The black-haired girl very quickly yet passionately rubbed one out through her stretched panties as she heard the lewd sounds coming from the bunk above her. She imagined being the one responsible for inspiring such noises. With a quiet gasp she soon came into her abused undergarments and unceremoniously fell into a satisfied slumber.

* * *

 **I warned you that it would get even weirder...**

 **So it seems there may be some interesting results when these Dusts are applied to places other than intended. I wonder what this could mean for our four favorite girls down the road.**

 **Also, for no particular reason, I've decided that Mistral is the Japan of this world, at least in terms of the, ahem...** _ **entertainment**_ **that they export.**

 **Thanks for reading!**


	5. Late Breakfast and Touchy Departure

**Chapter 5: Late Breakfast and Touchy Departure**  
 **By Clone26**

 **Holy crap, Grimm Eclipse is a fun game. You should all try it. Unfortunately none of my dust types are in it, so you can't go around giving beowolves giant boobs or anything but it's still really fun!**

 **A note to all current and previous readers: Along with uploading this chapter, I updated Chapter 1, Introduction and Experimentation, to help further explain this story's place compared the canon of RWBY.**

 **I should have mentioned this in an earlier chapter, but better late than never.**  
 **I personally think that you should avoid reading the chapters' character and fetish contents tags if you want the full experience of reading each chapter.**  
 **I merely provide them as a means for people with more specific desires to find what they're looking for and for those with simpler tastes to potentially avoid reading something they're not comfortable with.**

Characters: Weiss, Ruby, Blake, Yang, Winter

Contains: Very light breast expansion, Lactating, More plot, Consensual molestation, Vagina stretching, Vagina gaping, Futa, Female ejaculation, Nipple fingering

* * *

For the second day in a row, Weiss was the first girl in the team's room to wake. Standing up from under Ruby's bed and rubbing the sleep out of her eyes, she looked around at the others who were still soundly asleep. They all looked to be in a very deep sleep, almost as if they only recently got into bed.

Hearing a growl originating from the general direction of her belly, she decided to skip her usual morning routine and get herself a quick breakfast. The heiress walked into the kitchen and opened the small refrigerator. She noted how empty it was and made a mental note to restock before the team had to resort to going to the cafeteria for breakfast. All that was left was a few slices of frozen pizza, a bottle of a green energy drink, and a tiny amount of milk at the bottom of a plastic carton. She decided to see if they had any frozen pancakes or waffles in the freezer. Unfortunately, the freezer was in an even worse state than the fridge. The only thing left in the small box was a couple of old cherry flavored popsicles covered in ice crystals.

The only breakfast food left in the whole kitchen was a half-full box of sugar frosted Wheaties. She would have settled for the cereal if it wasn't for their pitiful supply of milk. A proper Schnee didn't eat her cereal dry, after all.

Sighing, she resigned herself to waiting until her teammates woke up so they could all go get breakfast at the cafeteria together. The heiress continued through her normal morning routine, taking a quick shower, shaving her leg hair and trimming her pubic hair into a small 'V' shape above her snatch, finally she entered the bedroom and began searching for something to wear. After a short deliberation she decided to wear her white button up dress, leaving the top button undone to allow room for her new assets, and a pair of long white thigh-high boots with black heels. It was an outfit her team had taken to referring to as 'SnowPea', as if she didn't have enough cold-themed nicknamed. Her teammates still had not moved more than an inch in the time it took her to do all this, so she looked around for something to pass the time.

Sifting through her various bags she found the box. The small case with her family's crest embossed on the top. The one that contained a new dust compound that was currently going through clinical trials to determine its worth to the Schnee Dust Company. The dust that she only knew to be called "Cream". She wondered what a dust titled "Cream" might even be used for.

Weiss knew that Burn was bright red and highly flammable, capable of generating huge amounts of flame for the user. She new how the green Wind could be used to fly airships or lift the gigantic Amity Colosseum into the air and keep it there for generations. She herself regularly used blue Freeze dust to produce huge constructs of ice to attack her foes. The large breasted girl also most recently used a strange light orange dust, dubbed 'Supple' by its creators, and she knew how it had likely changed her life forever.

Not even giving it a second thought, she swiftly brought the case into the bathroom, unlatched it and retrieved the small glass container that held a soft light blue dust. Erring on the side of preparedness, she read the label before doing anything else. She was almost as shocked as the first time she learned what Supple did when she saw that the instructions clearly state that this was a drug for inducing lactation in women. Being curious about what it would feel like to lactate, Weiss picked up the applicator and filled the small tank within with the sky blue substance.

Setting the syringe gun back down on the counter, she unfastened the buttons on her dress and let the top half fall off her shoulders. For the third time in just over a week she stood topless in front of the bathroom mirror, and for the third time she brought an odd device that held an strange dust up to her breasts. Like before she coated each breast in a thin layer of the sticky stuff. And as per instruction she directed her aura, her very soul, into her chest.

The welcome and expected warmth was accompanied by a feeling of tightness that was different from the time her breasts simply grew. Instead of feeling tight just under her skin, this time she felt a pressure build inside of them. Several small points of pressure seeming to grow larger with each breath she took. And just as quickly, the feelings were gone.

Unfortunately, the label said that it would take nearly 10 to 15 minutes for any noticeable change to take effect. Sighing, the heiress decided to slide her arms back into her sleeves, button her dress back up, and headed back to the kitchen to look for a snack while she waited.

After roughly 8 minutes of searching she concluded that all that was left in the kitchen, besides the contents of the fridge and ice box, was a small box of chocolate chip cookies with a red sticky note that simply read 'My cookies :)'. "Someone really needs to get to the grocery story so we don't need to keep going to the cafeteria so early in the morning..." Weiss mumbled to herself.

Suddenly she felt as if her dress got slightly tighter. While she felt the warmth return to her chest the internal pressure came back with increased force and the resulting pleasure sent the girl to her knees. The swelling quickly stopped, her breasts ending up not much larger than before, but the heat only grew in intensity. When she reached up to paw at her increasingly sensitive jugs, she was caught off guard by the dampness that met her hands.

Weiss soon had her dress down around her waist when she saw what had caused the wetness. Her nipples were slowly dribbling a white liquid. "Oh wow, I really am lactating..." As she watched the milk drip from her teats she felt the pleasure escalate and the flow increased into a steady stream. Despite her dazed state of mind, she didn't want to clean the kitchen floor later. Reaching for the nearest container she could find, the lactating girl stood back up and leaning over the table she emptied her rapidly filling breasts into a tall empty glass.

Inch by inch the glass filled with more and more of the creamy liquid until it nearly reached the top and Weiss looked for something else to empty her boobs into. Thinking quickly, she grabbed a funnel from a nearby drawer and placed it into the top of the nearly empty milk carton. She hoped the gallon jug would be enough for what she had to offer. As she tugged on her sensitive nipples the peaks sprayed into the funnel and she felt herself getting even hotter. The heiress finally came, punctuated by a much more forceful squirt of the creamy milk.

She collapsed into a chair next to the table and tried to catch her breath. Thankfully the carton held, and Weiss was the proud owner of a gallon of her own breast milk. Being curious, and still a little horny, she reached for the glass and took a sip of the surprisingly cold liquid. She found was surprised at how sweet it tasted, and how it seemed to have a slight hint of vanilla. Nothing on the vial of dust said anything about flavoring. If her milk tasted like vanilla ice cream, then it was the work of her own body or mind that caused it.

* * *

After cleaning up small puddles of the off-white liquid from the kitchen floor and table Weiss decided to sit down and have that bowl of cereal she had wanted, substituting the usual milk for her own, tastier, cream.

Not having to wait much longer for her teammates to start rising, the young cape wearing leader soon walked through the kitchen door and greeted the girl eating breakfast. "Good morning Weiss." Ruby said waving to the heiress.

"Yes, good morning." Weiss replied, "I hope you had a restful sleep, it's almost 10 o'clock."

"If you think it's so late then why are you still eating breakfast?" Ruby retorted.

"Something... distracted me." Weiss tried to excuse, "I simply had to run a few errands before I could sit down and enjoy a meal."

"Well whatever, I'll have breakfast too." Ruby said as she walked over and opened the cabinet. "I always gotta have my Sunday breakfast chocolate chip cookies dunked in milk!" Ruby grabbed the box of cookies and poured several out onto a paper plate.

"Ruby, that is incredibly unhealthy." Weiss chastised.

"Aw, that's what you said the last 34 times!" Ruby complained, "Look, you even already poured me a glass of milk!"

"Uh... Y- yes! I Figured that since the school year was ending soon, you should be able to, umm... enjoy the little things. That's what I had to do earlier... run down to the school store and get some new milk... since we were out before." Weiss lied.

"Oh, thanks Weiss, you're the best partner ever!" Ruby cheered as she quickly ran over to hug the heiress.

"Ah... n- no problem." Weiss said, flustered when the younger girl pressed into her sensitive chest.

Ruby promptly sat in the chair directly across from Weiss and began dunking a cookie.

Weiss felt her face grow red hot as she watched the caped girl enthusiastically eat the cookies soaked in her breast milk.

* * *

The remaining members of team RWBY had eventually woken up and started their day. Yang was on her bed happily playing online games on her scroll. Blake was just underneath, on her own bed, reading a rather featureless book with the title 'Squirming Blackness'. She did her best to hide the resulting erection from her fellow teammates. Weiss peacefully studied a textbook on dust composition while sitting at her desk. Ruby was sitting at her desk also playing a game on her scroll. She was audibly frustrated at how a player by the name of "Huáng Fury" kept beating her to a pulp before she could retaliate.

Suddenly they all heard a knock on the door. Ruby, being both the fastest of the group and wanting to forget about her recent losses in a certain game, was the first to get to the door. When she opened it she was met with the image of Winter Schnee holding two suitcases and flanked by several mechanized guards. "Oh, hi... uh." Ruby stumbled for words, "I mean. We are humbled that you would... grace us! With your um... presence. at our... room."

Ruby stood aside, bowing as the regal looking woman walked past her and into the bedroom, leaving her escort outside. She set the case in her left hand on a nearby desk, while she rested the other at her feet. "I am sure you're all wondering why I have returned here after only one day." Winter addressed to everyone in the room, Yang looked particularly nervous, "I have been asked by higher-ups to record the results of your dust usage. I assume you have all used the most recent samples?"

Weiss and Blake each spoke a clear "Yes", each of them forming a light blush on their faces. Ruby simply nodded in affirmative, as a much brighter blush dyed her whole face the same color as her namesake. Yang just went back to her game, sure she was out of the clear.

"And what about you, miss Xiao Long?" Winter coldly directed to Yang, "Should I assume you were a good girl and did not illegally obtain more of my employers' dust?"

As everyone in the room looked toward Yang, Ruby looking especially worried for her sister, she finally caved and told Winter what happened "Okay, okay! Jeez, would everyone stop staring at me like I'm some sort of thief? Last night I asked Ruby if I could use some of her stuff and she let me. I didn't even use everything that fit in the syringe."

"I see." Weiss said calmly, "No harm done then."

"In that case I would like you all to stand in front of me, so that I may evaluate the changes."

They quickly followed the older woman's orders and stood in a loose semi-circle in front of her. Weiss on the far left, Ruby immediately next to her, next Blake, and finally Yang stood to the far right in front of Winter.

"It seems you will be first, sister." Winter said as she approached the shorter Schnee.

"Please remove your top."

Weiss did so, stripping out of her dress so that she stood in front of Winter and her teammates in nothing but plain white panties and thigh-high boots and closing her eyes as if to shield herself from embarrassment. The others regarded her breasts with awe, seeing for the first time just how big they had gotten. Ruby in particular squirmed in place as she tried not to stare at her wondrous chest.

Winter immediately set to groping at her younger sister's chest, testing their firmness and gauging their sensitivity by watching as the heiress's face scrunched in concentration. As she continued to squeeze the girl's breasts, she was unsurprised as droplets of milk slowly started to form on her nipples. "Do you feel any pain or discomfort in your chest?" she asked, starting a series of questions about the Dust's effects. "No, they feel... good." Weiss answered. Winter seemed to expect this answer. "How many doses did it take to achieve this size?" "Only 2 of the Supple dust... and they also got a little bigger when I used the um, other dust." Weiss supplied. The older girl switched her focus to the nipples causing Weiss to gasp in pleasure and surprise. "How much milk did you produce when you first applied the dust?"

Weiss opened her eyes and shot a brief glance towards Ruby. "A little over a gallon... maybe a gallon and a quarter..." Weiss hoped this was enough information. "Do you think you could be more specific?" Winter asked as she licked a droplet of the creamy stuff off of her finger. "I- I don't think so... most of it went to the ground... I was also able to fill a gallon carton and a- a... a tall glass." Weiss finished, looking away from Ruby. Her older sister produced a small empty vial from her suitcase and filled it with some of Weiss's cream. The red haired girl, for her part, finally understood why the milk she had this morning tasted so much better than usual, it had come from Weiss.

"I'll just assume you were cautious as always and used the recommended dose." Winter said as she entered her findings into her scroll. "That will be all from you then... unless you have something else you want to tell me."

"No, nothing. I only used the two types of dust." Weiss answered confused. _"We're allowed you use more than just our own dust?"_ she thought to herself soon after.

As Winter moved to stand in front of Ruby, the young girl seemed to be frozen with a blush covering her entire body. "Please remove your skirt and undergarments." The woman said calmly, not caring for the state she found Ruby in. Hearing the voice directed at her brought the cape wearing leader out of her daze. "Hey!" Everyone heard the blonde brawler yell, "you can't ask her to do something like that!"

"What she does when asked to do something is her own choice." Winter responded smoothly, not calming Yang down, but getting her to back off.

Ruby reached under her skirt and pulled down her leggings, dropping them around her boots. She reached again and everyone saw her jet black panties join the leg wear around her ankles. Nervously, she reached toward her skirt one last time and quickly pulled the hem of her skirt upward to hide her face, yet reveal her aroused dripping hairless pussy to everyone in the room. Yang looked away, not wanting to see her little sister in this way.

Unfazed by the sight, Winter kneeled down in front of the embarrassed girl. "When was your last period?" she asked as she fitted a rubber glove onto her hand. "Um... a f- few days ago..." Ruby nervously answered. "How often to you masturbate or have sex?" she asked while preparing a second glove. "Uh- I- um... I- I only did it once before... last night... a- and I've never had sex." she stammered out, her face becoming even redder. "I see." Winter said, finally reaching towards the girl's opening.

Without further delay, the older woman spread Ruby's lower lips with a thumb and finger on her left hand, causing the girl to gasp at the feeling and attempt to cover her face even more. Winter used her other hand to prod at the small opening near the bottom. Unsurprisingly to the Atlas Specialist, the single finger met almost no resistance and quickly slid in all the way down to the knuckle. "Eep!" This made Ruby jump, which caused her to bounce slightly up and down on the finger inside of her, "Mmmm..." she moaned as she bit her lip, trying to stay quiet in front of her friends.

Ignoring the team leader's reaction, Winter allowed another finger to join the first. Pulling the two fingers apart, she tested the cavity's elasticity. Feeling no additional resistance, and Ruby not reacting with more than a gasp and shiver of pleasure, she removed the second finger from the hole and repositioned her other hand to allow her left index finger to hook into the girl's vagina. She pulled her hands slowly apart from each other until she felt a greater resistance. "How does this feel? Do you feel any pain or discomfort?" Ruby, still disoriented from the strange feeling, shakily replied. "N- no... It feels r- really good actually... umm... can you please keep going?" Ruby asked as she attempted to bury her head into the side of her skirt which still covered her face.

Winter complied, she continued to stretch Ruby's untainted hole even further. "Ah! st-stop!" As soon as she heard those words, the older woman immediately ceased her outward movements and brought her hands a few millimeters closer together. "I think th- that's as m- much as it can go..." Ruby sheepishly mumbled into her skirt, just barely loud enough for Winter to hear her. She noted the current width of the opening, estimating it to be about 4 inches in diameter, nearly the size of a newborn's head. Much larger than any other girl could hope to comfortably reach. Weiss and Blake looked on mouths agape in shock at what they just witnessed, wondering how Ruby could seem so comfortable like that. Yang still refused to look, holding a hand over her eyes as she looked in the opposite direction from her little sister.

Winter removed her hands, allowing the opening to quickly and easily return to its original size with no visible long-term stretching. She entered some things into her scroll as she asked another question. "Have you used any other type of dust during this experiment?"

"N- no... Only one dose of the stuff you gave me." Ruby replied as she began to redress.

Hearing the sounds of ruffled clothing, Yang looked back at the others in time to see Ruby adjusting something unseen under her skirt. She sighed in relief at how the mental torture was finally over.

Blake had already begun removing her shorts and stockings by the time Winter had made her way in front of her. The only article of clothing that remained covering her lower body being a pair of light purple panties, which revealed a small bulge on the front of her crotch. The others looked on in curiosity. Yang, for her part, could barely hide her excitement. If she was right about what she thought that bulge meant, she was going to make her Blakey a woman soon, or man as the case may be.

"Please strip your lower body of _all_ clothing so that I may begin the evaluation." Winter demanded. Blake somewhat reluctantly began to strip away her last bit of clothing and allowed her fully erect 4 inch cock to spring free from her panties. Yang smiled wide at what she saw, it may have been on the small side but she would be able to make the most of it. Weiss was suprised and a little bit impressed at how much change the dust was able to achieve. Ruby was just confused, she had never seen anything like what the cat faunus had between her legs right now. She always asked to go to the bathroom during sex-ed, thinking all the talk about private parts was gross.

Winter, again, prepared a pair of rubber gloves for herself. After making sure they were secure, she kneeled down in front of Blake to inspect the result of her transformation. She had never seen a reaction like this, so she had a lot of questions, but she decided to start with the basics. "Does this new appendage hurt at all, is it uncomfortable?" she asked. "Uh... no. It actually feels... nice. Like a more sensitive clit. But it does get less sensitive, kinda like just any normal skin, when it gets soft." Blake answered, trying to be as descriptive and helpful as she could. The older woman leaned in for a closer inspection, she noticed that Blake no longer had a urethra, like most healthy people should have. She also became aware of the small opening at the tip of the penis-like structure. "This opening," she said as she gestured to the tip of the faunus's cock "Am I correct in assuming that your urethra migrated from just above your vaginal opening to a position more fitting the penile structure of your clitoris?"

"I th- think so. I couldn't really get a good look at everything during the uh... changes." Blake said. Winter experimentally poked at the enlarged and hardened clit to gauge that faunus's reaction. Blake gasped but otherwise did not move. The Specialist decided to try stroking it, only using 3 of her fingers, and the other girl closed her eyes and started to buck her hips. She quickly stopped and Blake whined, still bucking her hips slightly. Winter reached into her suitcase and retrieved a small rubber circle. She quickly slipped the condom over Blake's twitching member.

Winter soon began to stroke the now covered dick again, she sped up trying to make it feel better for the faunus. She let out a strained moan in response, her breathing getting faster. Yang was getting somewhat jealous, this girl just came in here unannounced and started jerking off Blake's dick in front of her! Okay, she had to admit that's not exactly what happened, and Winter did say she was a professional, so she must know what she's doing... it was just for science. With almost no warning, Blake grunted and the condom started to balloon with a clear fluid. Winter removed the condom from the slowly softening penis, careful not to spill a single drop of the valuable test sample.

Winter asked the standard closing question, and Blake replied that she had not used any other type of dust.

The professional looking woman then slowly stepped in front of a somewhat nervous looking Yang. "Strip all of your clothing, now." Winter strictly ordered. "What? But I only did stuff to my boobs!" Yang replied, confused and a little angry. "Initially, perhaps. But you admitted to using some of Ruby's Yield dust. Now strip." She ordered again. "Oh... well- you see. I... may not have used that dust, um... down... there..." Yang explained.

Winter, understanding what the blonde girl must have meant, changed her order and use a slightly calmer tone. "Then please, remove your top."

Yang did as she was told, unzipping her jacket, lifting her shirt, and letting her gigantic tits swing free. "An impressive amount of growth." Winter commented, "How many doses did you apply to get to this size?"

"Um, idk... I... didn't exactly pay too much attention after the first one." Yang started, "I think by the time I stopped, it was about 3 or 4 doses per tit."

"So you administered all four doses one after another?" Winter asked as she typed something into her scroll.

"Uh, yeah..." Yang replied as the older woman began to grab handfuls of boob flesh.

"And you don't feel and pain or discomfort after that? What about during the administration of the dust, what did it feel like then?" Winter continued asking more questions.

"Well, other than a little more back pain than usual, no they don't hurt or anything. As for when they grew... pass?" Yang meekly tried to avoid the question.

"No. Answer every question to the best of your ability." Winter sternly replied.

"Then... it felt amazing. It felt like someone was having sex with my breasts and I didn't even have to do anything, they just kept feeling so _good_ until I, well... came." Yang recounted.

"Interesting..." Winter mumbled as she typed something else on her scroll, "Now then, what about the Yield dust that you said you used a fraction of a dose of?"

Yang froze at the question, hoping she would just forget about that and only talk about her big boobs. When the blonde refused to talk, Winter took matters into her own hands. She began to grope around her breasts searching for any feelings of inconsistency. When she got to the brawler's nipples, she noticed how the tips opened slightly as she pulled the flesh in different directions. Assuming she had guessed correctly, she prodded at the tiny opening on one breast.

Yang flinched slightly when she felt a finger press into her newest hole. Not out of pain, but out of fear that Winter would be furious with her for misusing the dust. The others in the room took a while to notice that Winter's finger had dissappeared inside of Yang's nipple. Blake felt a surge of blood rush to her new cock and the prospect of a new hole to fuck. Weiss and Ruby were slightly disgusted by what they saw. Weiss because her sister was basically fingering the blonde brute, and Ruby because this woman she only met a week ago was practically fingering her sister right in front of her.

"Interesting." The white haired woman mumbled to herself, "It appears that your nipples have adapted to the change that the dust had intended for a vagina. If I'm not wrong, your nipples have transformed into a sort of pseudo-vaginal cavity." She continued to slowly move her finger in and out of the hole, making the blonde feel a pleasure that she didn't want to get from the Atlas Specialist. "Do you know how wide they can stretch open?" Winter suddenly asked. "I..." Yang started, not expecting a question like that, "I think a little less than like an inch, or something." Yang answered.

Winter abruptly removed her finger with an audible pop. She again quickly typed something into her scroll before finally putting it away in her jacket pocket.

Winter then looked around the room at the four girls in front of her. "You have all provided very useful data for our researchers to evaluate back in Atlas." She said before stepping back and opening the suitcase she left on the desk. "This case contains several test samples of trial dust. Some of it you will be familiar with, others you will find are completely different from the types you have already tested. I am giving this to you as a personal gift for assisting with my research. Please be careful with it, and if anything notable happens during your use of them do not hesitate to contact me. Weiss should already have my contact information."

"Contact information?" Weiss questioned, "Couldn't we just visit you in your dorm? Or you come here to check on us if we don't?"

"Unfortunately, I must return to Atlas as I have already overextended my visit. On the records, I was only here to oversee the transport of additional units for the defense of Amity Colosseum. Now that the tournament is over, much of our troops are expected to return home, and I need to escort them back. I can no longer use that as a cover to remain here overseeing dust trials at Beacon."

"But, what if something goes wrong and you're not there to sort it out?" Weiss whined, pleading for her sister to stay.

"Weiss," Winter started, "You've done well already. You have been cautious with the dust I have given you, as you should be. I think you can keep your teammates from doing anything too dangerous with it."

Weiss moved in for a hug as she finally accepted that her sister would be leaving again. "It was really good to see you. Winter."

Winter returned the gentle hug, "Until next time. Sister."

* * *

Soon after she left, Team RWBY began to discuss everything that just happened.

"What do you mean 'we should see what this stuff is really capable of'?!" Weiss screamed, exasperated by the idiotic idea she just heard.

"I'm just saying, if this stuff was able to make it so Yang's nipples could be penetrated, and gave me a fully working dick, why shouldn't we figure out what else they can do when you mix and match where the labels say you're supposed to apply it?" Blake reasoned in a calm tone.

"And _I'm_ saying that is incredibly irresponsible and risky!"

"Hey, lighten up will ya?" Yang butted in to the conversation. "I used the pussy stuff on my nipples and I turned out just fine!"

"You turned into a freak!" Weiss asserted, "At least what Blake got is possible as a birth defect. You're just a freak of nature!"

"Don't call her that!" Blake yelled back, "Yang is perfect the way she is!"

"Guy, guys! Stop fighting!" Ruby yelled from her perch on her bed. "I think we should just put it to a vote, like everything else we do as a team."

"Sure, I'm alright with that!" Yang said, calming down.

"Whatever brings us to a decision faster." said Blake

"Fine. If it's a tie, then whoever votes for it can go ahead mutilate their bodies." Weiss gave her two lien.

"Okay, all in favor of experimenting with dust and transforming our bodies to perform various functions that no human or faunus was ever meant to experience, say 'I'." Ruby announced.

"Aye." "Yeah, duh!" Blake and Yang answered while Ruby simply raised her hand.

"Ugh, you are all insane!" Weiss angrily yelled, "I guess I'm in too, then. If only so I can make sure you dunces don't get yourselves killed."

They reached their agreement, and began to see what all the new colors of dust had to offer.

* * *

 **My longest chapter yet, nearly double the length of most previous chapters. I was originally going to break it into two parts but eventually decided against it.**

 **Yes, that "Squirming Blackness" book title was a reference to another uniquely smutty RWBY fanfiction called "Slithering Darkness" by The Citrus Principle which happens to be a large inspiration for me starting this story.**

 **As things continue to happen in the actual canon of RWBY I am left with the descision to either ignore it and do my own thing, or let new events in the show inspire events in the fanfic. For this particular instance I decided to pull something I had planned for later on to now, as it seemed to fit with Winter's reason for leaving so soon in Vol.3 Episode 4.**


	6. Interlude: Taking Inventory

**World of Remnant: Dust aka Taking Inventory**  
 **By Clone26**

Contains: Exposition and absolutely nothing sexual

* * *

After agreeing that they would take risks with the dust experiments, Weiss wanted to see exactly what they were all in for. She walked over to the suitcase full of dust that Winter left behind for them. The others saw what she was doing and became curious as well, they saw colors of dust inside the case that they had never seen before.

Before the girl with snow white hair could grab one of the new vials and read its label, she noticed something else. There was a sheet of paper stuck to the underside of the lid.

When she removed the paper to get a better look at it, she realized that it was a list of all the types of dust in the case, as well as their known effects.

Weiss took it upon herself to read the contents out loud to her team.

* * *

This document and the accompanying supply of 24 Dust Trial Samples have been issued to Specialist Winter Schnee for safe transport to Schnee Medical Lab. 69 V located in The city of Vale .

Additional notes: An extra 10 vials of the counteracting agent have been supplied to assist in tests.

 **Experiment #** **001062**  
 **Sample #06266 - #06269**  
 **Codename "Supple"**

 **Identification: Light Orange, Sticky, Endothermic**

Preliminary tests show that application of Supple dust anywhere on the body causes swelling as well increased sensitivity to the affected area.

Results are particularly promising when the samples are applied to the mammaries of female test subjects. The dust seems to react in a way that works with the host body, causing an increase in size that is proportionate to test subject's body.  
An increase in size of anywhere between one (1) to three (3) cup sizes has been observed in subjects #52 through #67

Average time to effect: 5 - 10 Minutes  
Average duration of growth: 3 Minutes  
Average increase in size: 2 Cup sizes  
# of samples provided: 6

 **Experiment #** **004362**  
 **Sample #07753 - #07754**  
 **Codename "Cream"**

 **Identification: Light blue, Endothermic**

Initial tests show that application of the dust to a female's nipples or breasts induces production of milk.

Additional studies still required to determine effects on other parts of the human body. Approval pending.

Average time to effect: 10 Minutes  
Average duration of initial production: 5 Minutes  
Average initial production: 1 Gallon breast milk  
# of samples provided: 2

 **Experiment #** **005167**  
 **Sample #05252 - #05254, #05256**  
 **Codename "Yield"**

 **Identification: Magenta, Slightly Viscous, Endothermic**

Intended purpose was to induce a state of comfortable dilation in the vaginal cavity and cervix to result in a painless pregnancy.  
Initial test results prove complicated. The application of this dust into the vagina causes the vaginal cavity to become elastic and more sensitive to pleasure while more numb to pain. Effects so far are permanent. Experiment #000126 proves ineffective.

Further experiments limited to wholly informed test subjects with clear knowledge that the change has a 99.8% chance of being permanent.  
Tests on other body parts awaiting approval.

Average time to effect: Up to 3 Minutes  
Average duration of change: 4 Minutes  
# of samples provided: 4

 **Experiment #** **006663**  
 **Sample #04262, #04271**  
 **Codename "Rigid"**

 **Identification: Light-ish Red, Endothermic**

Put simply, this is a penis enlargement serum.

Initial tests performed on vacant areas of skin suggest the dust causes the affected tissue to multiply and become rigid, causing bumps of calcified flesh to skin of test subjects. Experiment #000126 proved useful in removing said bumps.

Experiments on male human test subjects proves promising. No test subjects reported any form of pain or discomfort. 90% of subjects reported increased sensitivity to the penis.

Tests on female subjects awaiting approval.

Average time to effect: 2 - 5 Minutes  
Average duration of growth: 2 Minutes  
Average increase in size: 1.5 Inches in length, 0.5 Inches in diameter  
# of samples provided: 4

 **Experiment #** **007564**  
 **Sample #00037, #00041**

 **Identification: Light Yellow, Exothermic**

Intended purpose is to increase semen production in males for increased virility.

No tests have been performed, use with caution.  
One incident of a researcher accidentally inhaling a small sample of the dust resulted in a runny nose.

Estimated time to effect: 5 - 10 Minutes  
# of samples provided: 2

 **Experiment #** **007621**  
 **Sample #00058 - #00060**  
 **Codename "Feral"**

 **Identification: Yellow-Green, Exothermic**

Intended purpose was to remove Faunus animal traits, turning them Human.

Preliminary tests resulted in increased fur growth to a dog faunus's ears, larger feathers on a crow faunus's tail feathers, and more frequent shedding of a snake faunus's scales. Experiment #000126 proves partially effective at reducing effects. Dog faunus's fur returned to a stable level of growth, Crow's feathers failed to reduce size, Snake's scales ceased excess shedding.  
No tests have been performed on a faunus's human traits or on a natural born human.

Faunus-human trait testing awaiting approval. Human testing denied.

Average time to effect: Up to 3 Minutes  
Average duration of change: 4 Minutes  
# of samples provided: 3

 **Experiment #** **007773**  
 **Sample #00006, #00009**

 **Identification: Light Violet, Endothermic**

Seems to cause sweating and oily skin. Perhaps an increased production in general body fluids.

No official tests have been performed, use with caution.

Average time to effect: 4 Minutes  
# of samples provided: 2

 **Experiment #** **008026**  
 **Sample #00002**

 **Identification: Light Blue, Exothermic**

Unknown effect.

Test #00001 inconclusive. Subject's forearm sprouted a fleshy growth that had started forming a second ulna bone when the test was terminated before more damage could be done.  
Subject reported shock and fear at what had been happening to him, but claimed to have felt no pain.

Use with extreme caution and only in the presence of at least two (2) reconstructive surgeons.

Time to effect: 14.36 Minutes  
# of samples provided: 1

 **Experiment #** **000126**  
 **Sample #009251 - #009260**  
 **Counteracting Agent**

 **Identification: Milky White Fluid**

Used to undo the effects of most experimental dust compounds.

Average time to effect: 45 - 60 Minutes  
# of samples provided: 10

If test subjects report undesired transformations, prescribe 3 doses of Counteracting Agent.  
If changes persist schedule reconstructive surgery.

* * *

By the time Weiss had finished reciting everything on the two pages, she had forgotten how the header clearly implied that they were not permitted to have this dust. She regarded several of the entries with clear disgust, and even fear at the idea of needing reconstructive surgery after all this.

Ruby seemed thoroughly embarrassed by many of the research notes and dust effects that she just learned about, and yet she didn't appear to react at all to the news that her vagina would forever be as stretchy as it was.

Blake had adopted a heavy red blush at most of the entries and seemed to freeze in place as she thought of all the possible applications and combinations the dust could be used for. A visible bulge had formed in her pants less than halfway through the description of the first experiment.

Yang seemed somewhat shocked that her penetrable nipples were now a permanent feature of her figure. But as long as Blake seemed okay with them, she loved them as much as any other part of her body.

* * *

 **Just something quick I thought I would put together to explain the dusts that have already been used in greater detail and tease as some of the other dusts I'm going to introduce later.**


	7. Hard Penetrations and Soft Confessions

**Chapter 6: Hard Penetrations and Soft Confessions**  
 **By Clone26**

 **AKA The chapter with the first real sex scene**

 **To clarify; No, what Winter did is not legal. She is doing this with no permission or knowledge from the SDC or the Atlas government. As I meant to imply in the interlude (though I suppose it's safe to assume a lot of people may not read stuff like that), the test samples that were given to Team RWBY were intended for testing at an SDC Lab in Vale but Winter "misplaced" them in Team RWBY's dorm instead.**

 **Hope that clears things up for anyone who thought a (mostly) respectable company like SDC would just dump dangerous experimental drugs on a bunch of teenagers.**

Characters: [Blake x Yang], Ruby, Weiss

Contains: Futa on female, Nipple fucking, Penis enlargement, Pussy pumping (sorta), Girls kissing (gross)

* * *

A week of school had passed without any of the members of team RWBY trying another dose of the dusts. Between studying, school work and preparing to head home at the end of the school year, they couldn't find the time.

Now Friday afternoon, Ruby and Weiss had gone to the library to study, while Yang was currently taking a shower. Blake sat alone on her bed in the dorm room, silently reading a book with a blank black cover.

She considered using this alone time to try out another dust. In the end she decided against it, and was currently slowly stroking her dick with one hand while she held the obscene literature in the other.

Yang suddenly emerged from the bathroom. Blake must not have heard when the shower stopped earlier. Yang was completely naked, not even a towel covered her form as the water that still stuck to her skin visibly evaporated off of her body while her hair glowed a bright yellow.

Her eyes quickly fell upon the bed in the far left corner of the room, where she saw a flustered Blake with a hand down her shorts.

"Oh Blake if you wanted to do something you could have just let me know." Yang said teasingly.

"Oh- I- Uh... this isn't- um..." Blake stammered, trying to find some way to explain to Yang that she definitely was _not_ just jacking off right now.

"What? Cat got yer tongue?" Yang interrupted with a cheeky smirk

"That was terrible, Yang."

"Aw c'mon, don't change the subject. You were the on that suggested we experiment a little right? So let's experiment!"

Before Blake could reply, Yang was already on top of her. She kissed the faunus before she could protest. While she was distracted, Yang took the book from her and put it over on top of the nearby bookshelf. Yang reached between the two of them and fondled the growing bulge in her girlfriend's shorts. When they both came up for air Yang pulled down Blake's shorts and she saw the four inch clit that was the faunus's new penis.

"Awwww it's sooo cute!" Yang said as she fawned over Blake's newest appendage.

"H- hey, stop staring at it." Blake said, somewhat embarrassed by it's small size.

"Aw, don't worry, I can't wait to try it!" Yang assured, "Besides, we can always make it bigger later."

"O- okay" She stammered nervously at the thought of fucking her girlfriend.

Without missing a beat Yang straddled Blake and situates the other girl's penis at her dripping entrance.

Blake felt amazing. The warm tunnel surrounding and caressing her whole shaft all at once was like heaven compared to rubbing it with her dry hand. Yang was enjoying seeing her girlfriend in so much pleasure, but wasn't getting much out of the experience herself. Blake was just way too small, the smallest thing besides her own finger to ever fuck her, still she decided to let the faunus have her fun. Blake, still new to these sensations, quickly finished and filled Yang's pussy with her girl cum. Before she could ask her to keep moving, the blonde slipped her cock out of herself.

"I have a better idea." Yang said as she got off of the black haired girl, "Sit on the edge of the bed, I have a feeling you'll like this even more."

Blake did what she was told as she watched Yang kneel in front of her.

"You're... going to give me a blowjob?" Blake said, excited to feel something that was described as the best sensation ever in her books.

"I can do one better than that!" Yang said as she eagerly lifted her breast up to Blake's throbbing member.

Before Blake could register what her girlfriend was doing Yang pushed forward, sending Blake's cock straight into her nipple. "Oh, yeah... That's nice..." Yang moaned as she started to caress and fondle the cock with her breast.

Blake was in heaven. This new hole felt much better than Yang's vagina, the walls gripping onto her with much more force. "Oh, Yang! This feels so... good..." She groaned as she started to buck her hips in time with Yang's strokes.

"Ah, f- faster." Yang moans out as she began to finger her other breast.

Blake roughly grabbed hold of the bubble of flesh she was fucking. Speeding up her thrusts as she was spurred on by the blonde's moans of delight. She gives in to the pleasure, pumping herself into Yang faster and faster. Soon her cock erupted, the busty blonde's breast swelling ever so slightly. Yang soon followed, small amounts of her juices flowing around her fingers and the cock still embedded within her tit.

The top-heavy huntress stood up, Blake's softening dick slipping free from the tight orifice. She quickly walked over to a desk, upon which was a white case which held an assortment of dust in all colors. Without giving it much thought she grabbed two of the vials, one orange and the other red. She quickly returned to her recovering girlfriend.

"Here, use this one on me." She said, handing the other girl the orange dust and an applicator, "Wherever you want, kitty cat."

Without another word, Yang laid down on the bed. With her face at Blake's crotch she covered the quickly hardening member with the chilly red stuff. Blake, still dazed from the consecutive orgasms, leaned over and covered Yang's own crotch with the dust she was given.

They promptly activated their auras, feeling the pleasurable warmth that came with it. As they watched the substance be absorbed by their partners' most private areas, they began to explore each others' bodies. Yang took the growing phallus into her mouth and extended her tongue below to tease her pussy lips. Blake groaned in pleasure as she moved to return the favor and lap at Yang's slowly fattening folds.

As Yang felt the cock move deeper into her throat and a pressure grow in her pussy, she couldn't take the foreplay any longer. She pulled her head off of the cock to see that it now stood proudly at more than 6 inches long. Blake made to whine at the loss of the feeling but quickly abandoned all thoughts of Yang's mouth when the blonde again straddled her and forced her dick to penetrate the plump dripping folds.

To Blake, Yang felt much tighter. The warm walls gripped her much more greedily than before. The delicate caresses of the larger lips around the base of her cock was enough to quickly send her over the edge. Yang kept going, heedless of her partner's climax. After a few moments Yang began to speed up, her tits bouncing along with her. "Oh Blake! I'm going to cum!" She said as she gave a few final strong pumps. She arched her back and the walls of her pussy clamped tighter around Blake's member. The extra force was enough for Blake to cum once more. A mixture of their juices flowed out around her cock as Yang leaned forward to kiss Blake on the lips.

The blonde rolled to her side, letting Blake slip free from her soaked cunt.

"So... how was that for a first time?" Yang finally asked, hugging Blake closer.

"It was... better than I could have imagined..." Blake gasped out in reply, snuggling her face into her girlfriend's breasts as they both drift into a content slumber.

* * *

In the nearby library sat Ruby and Weiss. They were studying despite being finished all of their tests for the year at Weiss's insistence.

Every time Weiss would look away from Ruby, whether to read her textbook or to walk over to a nearby shelf to get another book or data packet, she would stare at the older girl's newly acquired cleavage.

However Ruby wasn't content simply looking. Ever since she had changed her private place with that dust she felt strange desires. She always felt empty and would try to fit her finger herself whenever she had a moment of alone time, even going as far to stuff part of the shower head inside herself during a shower a couple of days ago. Every time she was alone with Weiss the feelings seemed to get more intense, almost like her body was telling her that it wanted Weiss inside her.

As she had these thoughts, her face became red and she squirmed in her chair no longer paying attention to her studies. "Ruby, are you okay?" Weiss suddenly asked.

"Uh, y- yeah. Never better." Ruby answered, trying to smile to prove her point.

"Really? Because it kinda looks like you need to use the bathroom."

"Nope! Just, uh... thinking about other things... yup!" Ruby replied, ignoring the easy out.

"I've noticed you staring." Weiss stated matter-of-factly.

"I- I'm sorry Weiss... I didn't mean to!" Ruby was about to stand up and leave when Weiss grabbed her by the wrist.

"Do you really think I look good now that I have these?"

"No." Ruby immediately replied without thinking, "I mean! Yes! But, like... you looked good before too, and uh... I think you're just as pretty as before, just... different."

"You thought I was... _am_ pretty?"

"Of course! Why wouldn't I?" Ruby tilted her head in confusion.

"Never mind." Weiss said changing the subject, "Let's just finish up these last few pages so we can get back to the room."

They soon finish their studying and return the reference material to its proper places. The two walk back to their room in silence. Ruby is worried that she might have ruined her chances with Weiss. As they approach the door, the leader takes out her scroll to unlock the door. Before she can lift her hand up to the lock, Weiss grabs her wrist.

"Huh? Wh-" Before she could ask her why she stopped her, Weiss spins Ruby around and plants a kiss right on her lips. The kiss is short lived and Weiss pulls away leaving a shocked Ruby. She quickly snaps out of it and grabs Weiss's shoulders, pulling her in for a kiss of her own.

After they exchanged the brief kisses, Ruby pulled the heiress in for a hug. "Oh, thankyouthankyouthankyou! I'll be the best girlfriend ever, I promise!"

"Shush, you dolt!" Weiss reprimanded as she hugged the younger girl tighter, "Your brute of a sister would kill me if she just heard something like that. Let's break the news to her slowly."

"Okay, fair enough." Ruby said calming down slightly.

As they finally open the door to their dorm room they're met with a smell they've never encountered before. Opening the door further revealed a naked Blake and Yang snuggling close on the former's bed.

The door was closed almost immediately and the new couple decided to head to the cafeteria for some dinner. Silently agreeing not to speak of what they just saw.

* * *

 **And with that Ruby and Weiss are a couple now? I guess? I dunno, those two suck at this whole romance thing.**

 **For future reference, for this story I've imagined that Yang has had at least a few sexual partners in the past, at Beacon or otherwise, 1 or 2 girls and 2 or more guys.**


	8. Awkward Dates and Freaky Secks

**Chapter 7: Awkward Dates and Freaky Secks**  
 **By Clone26**

 **Hey, another chapter of this thing I started.  
I think this might have been the longest break between chapters so far? **

**If so, probably expect them to take about this long in the future.  
If not, oh.  
**

 **Finally some good ol' White Rose. My personal favorite pairing, and I hope I did it justice with this chapter. But you can be the judge of that. Read on and enjoy!**

Characters: [Ruby x Weiss], Nora, Ren

Contains: Lesbians/Yuri, An awkward abomination that doesn't deserve to be called a Date, Lactation, Vaginal Fingering, Vaginal Fisting, Nipple Growth/Long Nipples, Breast Expansion

* * *

The pair soon arrived at the large doors just outside the campus cafeteria. They quickly grabbed their food and easily found an empty table in the nearly vacant dining hall. The two quickly sat across from each other, but seemed to avoid eye contact.

The young red haired girl chose a simple cheeseburger, just like her dad liked to make. The busty heiress elected to dine on a more filling pasta. Each decided on a glass of milk to go with their meals. The two began to slowly dig into their food, neither able to think of anything to talk about in the awkward silence.

"So..." Ruby said after finishing nearly her whole glass of milk, trying to break the silence, "This isn't nearly as tasty as yours."

Weiss coughed as some of the milk from her own glass nearly went down the wrong pipe "R- Ruby!" Weiss chastised, yelling in a whisper, That's not something we should talk about out in public like this!"

"Sorry!" Ruby immediately apologized, "it's not like I said how you make it or where it comes from or anything..."

At this Weiss sighed "You're right, I suppose it wasn't anything worth getting worked up about. Still, I think we should avoid that particular subject while we're not alone in our own room."

"Avoid what subject?" They heard a rather loud and joyful voice from behind Weiss say. Looking over, the new couple saw their friends and neighbors Nora Valkyrie and Lie Ren. They each took a seat next to one of the brightly blushing members of team RWBY.

"A- Wh- What do you mean? We weren't talking about anything!" Ruby smoothly redirected the attention of their new arrivals.

"But I thought Weiss said you wanted to avoid something until you were alone in your room?" Nora asked inquisitively.

"I- It... It's just a new combination attack we've been working on, that's all." Weiss lied, "W- We just didn't want anyone else hearing about it, so we could... have an advantage if Professor Goodwitch decides to give us an unannounced partners fight again..."

"I dunno..." Nora said, unsure, "You guys aren't usually so secrety about stuff like that."

"Nora." Ren admonished, "They obviously don't want to talk about whatever it is, just leave them be."

Ruby and Weiss mumbled their thanks to Nora's minder as they continued to blush and play with their food. Each time the blushing couple accidentally looked each other in the eye they seemed to blush even harder. Ruby was beginning to feel that emptiness inside her groin again, wishing she could be alone with the best teammate ever. Weiss, for her part, was embarrassed by the looks her chest was receiving from the excitable redhead sitting next to her. Not for their size, but because she felt the view should only be allowed for Ruby now that they had confessed their feelings for each other.

"Wait a minute... I think I get it now." Nora said with rising excitement as she watched the two girls in front of her, "You guys like each other don't you!"

The pair immediately sat straight up as their faces seemed to become the color of the younger's hood. Ren simply leaned forward with his head in his palm. "W- What gave you that idea?" Weiss said as she tried to regain some semblance of composure.

"Ah ha! You didn't deny it! You _are_ together!"

"Quiet down, Nora!" Ruby whisper-yelled at the girl who was practically bouncing in her seat out of excitement. "We don't want a whole lot of people to know yet."

"Ooooh, Got it!" Nora said. She motioned with her hand as if she was zipping her mouth shut. "I'll make sure Ren keeps his yappy mouth shut too." She added. Ren simply nodded, not wanting to argue with the girl.

"Thanks guys." Ruby said.

"Yes, we really appreciate it." Weiss added.

They continued to eat their dinner in a much more comfortable silence. After the encounter with Nora the two seemed more at ease looking at each other, sending one another a light smile from time to time. Eventually they finished eating and dared to return to their room.

"So... was... was that a date?" Ruby asked her partner as they walked back toward the dorm.

"I... believe so." Weiss answered, a little unsure herself, "I mean, of course it was."

* * *

When they returned to the room again they found it dark and empty. After turning on the lights and quickly checking the bathroom and kitchen they concluded that Blake and Yang were not here.

Weiss was the first to say something. "It seems our teammates aren't here."

"Maybe they went to get dinner themselves and we missed them on the way back?" Ruby reasoned.

"Probably." Weiss said as she walked over to her dresser and began to look for a nightgown.

"Hey... Weiss?" Ruby interrupted as she stood in the middle of the bedroom clasping her hands together.

"Hmm? Yes, what is it Ruby?" Weiss asked back.

"I'm still thirsty..." Ruby sheepishly replied.

"The kitchen is a few steps to your right, why are you telling me?"

The look on Ruby's deeply blushing face was enough to give her an answer

"Oh, I'm sorry..." Weiss said, gesturing to her chest, "You meant this, didn't you?"

Ruby simply nodded her head without a sound.

"Well, okay..." Weiss mumbled somewhat nervously, "I'm... pretty sure there's still some left in the fridge from the last time I, er... emptied myself."

At this the younger girl shook her head.

"No? Ruby, can you please just use your words?"

"I... I want to taste it directly... from your boobs..." Ruby spoke uncomfortably as she twiddled her fingers.

Weiss was somewhat stunned at this, but the cloaked leader was too cute to refuse. "O- Okay... If it's you then I suppose it's fine..." She said as she removed her bolero and began to slip her dress down, exposing her breasts to Ruby.

The leader slowly reached toward her goal. She grabbed onto a soft orb of flesh, causing the heiress to gasp at the touch. "They're so big now..." She said as she was able to finally admire Weiss's new chest first-hand. "... and so soft." Ruby continued as she groped and fondled her partner's breast. When she saw a small bead of white liquid begin to form on Weiss's nipple her lips immediately closed around it.

The feeling of being suckled was foreign to Weiss, it was nothing like emptying herself in the past had felt like. While the younger girl gulped down the creamy liquid her breasts felt warm and tingly like before, but now there was something else. As her partner, and now girlfriend, sucked at her nipple she felt comfortable, almost closer to Ruby in a way that she couldn't properly describe.

Soon her other teat started to leak as well. When Ruby noticed this she moved one of her hands to play with that breast too. The heiress moaned as her nipples were being fondled, tugged at, and licked by her girlfriend. "Ahn. Oh, Ruby..."

Suddenly all the feeling in her breasts stopped. When she looked towards Ruby to see what was wrong, she was met with the sight of the young scythe wielder stripping herself of all her clothing. "R- Ruby?! What are you doing?" Weiss asked, shocked that the seemingly innocent girl would expose herself like this in front of her.

Seemingly struggling to form a coherent thought, Ruby replied. "F- Feels so... empty. Nnn... Need something to... fill it..." When she hastily removed her panties, Weiss noted just how soaked the other girl looked. She was practically dripping all over the floor.

Once she was completely naked the white haired girl decided to finally take action. She moved the gently shaking girl over to her bed and layed her down. Before she could ask Ruby what was wrong, her hands shot to her folds and she began to finger herself, not caring that Weiss was right next to her.

The heiress assumed this was some sort of side-effect of whatever dust Ruby must have used to cause what she saw when Winter examined them. Seeing as how her leader seemed to be extremely horny, she did the first thing that came to mind to remedy the girl's plight.

Ruby whined when her hands were forced away from her dripping folds. She quickly began to moan again as another pair of hands took their place. Weiss had two fingers of her dominant hand penetrating Ruby's entrance, with her off hand rubbing gentle circles on the girl's clit. "Ah! Mmmm... Mmmoore!" She moaned.

Weiss did as she asked and inserted another finger into Ruby's sex. "Uh- Uhnn... Deeper... Fill it..." Weiss was shocked that even three fingers wasn't enough to satisfy this girl who had admitted to only masturbating once in her life. Still, she did as she was asked and added her fourth finger to the mix, curling them all to try and reach the same spot Weiss had found worked wonders in herself.

Unfortunately, Ruby was still desperate for more. "Ah, A- All of it..." Weiss was sure that would be impossible before she remembered what she saw when Winter had visited. "P- Please... fill it..." Hoping she didn't hurt Ruby she slowly squeezed her thumb in with the rest of her fingers, her whole hand now inside of her girlfriend. "Ngnnmmm... Mmm... d- deeper..."

Watching as the girl's walls enveloped her hand Weiss could feel her own wetness pool between her legs, the act of having her arm wrist deep into Ruby turning her on more than she thought it would. Not delaying any further, she slowly pushed her hand in ever deeper into the girl's entrance. Her arm plunged ever deeper into the other girl until eventually her whole forearm - little more than a foot long - inside of her pussy.

Ruby continued to moan out her partner's name. The heiress began to pull her arm back out, the loose walls letting it easily slide out. The red haired girl whined as her walls tried to clamp down on the retreating appendage, not wanting to stop the wonderful feeling of fullness. Before her hand could slip free, Weiss carefully thrust her forearm back into Ruby's begging cunt. She got into a rhythm and started to pump faster and faster, watching as Ruby squirmed in front of her. With her free hand she began to rub at her own lips.

After a few moments of fist fucking the younger girl began to feel as if she needed to pee, but the sensation of being so totally filled was too much to allow her to properly warn the white haired girl. "Mmm, ah! Weeeiisssss..." A spray of her juices traveled up Weiss's arm and covered her chest in the younger girl's wetness. After a moment Ruby seemed to calm down from her orgasm and Weiss slowly removed her arm from her hole.

Ignoring the younger girl, Weiss fell back onto the bed and began to tend to her own needs. She shoved two of her heavily lubricated fingers into her dripping pussy while her other hand continued to direct its attention to her throbbing clit.

At the head of the bed Ruby began to fully recover from the intense rush of pleasure she had just experienced. As she looks around the room thinking of some way to grab Weiss's attention again, she spots the case of dust closed on a nearby desk. She shakily stands off of the bed and walks over to the case as the sounds of Weiss pleasuring herself continue to fill the room. _"I hope these rooms are soundproof..."_ Ruby thought to herself as she opened the suitcase.

She quickly made her choice of dust, a lightish red one, and brought it over to the bed. While Weiss was still occupied stuffing her fingers into herself, Ruby swiftly filled the applicator with the stuff and reached it toward Weiss's chest.

The heiress was caught off guard as she felt a cold substance rubbed onto her nipple. When she looked to see that it was her girlfriend applying a dust to her peaks she hoped she knew what she was doing. Spurred on by the younger girl's use of the dust, she added a third finger into her own entrance. As soon as Ruby had spread the last of the dust onto her tips, Weiss cupped Ruby's face in her hand and brought her in for a kiss.

As they let their tongues dance over one another the heiress focused her aura into her chest. Her nipples began to twitch and the moaned into Ruby's mouth. When a cold spray of liquid splashed onto the younger girl's chest they finally broke the kiss. They each looked down to admire the handiwork of the dust. Weiss's nipples were one again leaking a cold milk and they had even grown a few inches in length.

Ruby leaned down and gave one of the long nipples an equally long lick. Weiss shuddered at the new sensation, watching with half lidded eyes as the younger girl enclosed her lips around the twitching peak, sucking and licking it to coax out more of the sweet milk. As her partner once again suckled on her teat, Weiss brought her attention to her yet untouched breast, spraying its cream across the bed.

Weiss grabbed onto the breast, fondling it seeming to increase the flow of milk. She slid her fingers onto the twitching nipple and gasped at the touch. The heiress lifted her breast by the nipple, bringing it closer to her own face. She grabbed onto the peak with her lips, squeezing her breast as she did so, causing another spray of milk to flow into her waiting mouth. Tasting her own milk straight from the source for the first time, she was surprised by how cold it felt despite coming from her body, yet she didn't mind as the milk had a sweet almost vanilla taste.

The couple continued to feast on the heiress's rather unnatural cream. Weiss began to feel a familiar pleasure rise in her breasts. She moaned into her breast as she came. A large spurt of milk flowing into her mouth as she did so. Ruby contentedly hummed into her other breast as she was given more milk than she expected.

After the pair had their fill of the milk, Weiss found one thing about the ordeal that she was dissatisfied with. In an effort to remedy this dreadful circumstance she stood up and walked over to the white Schnee Company case on the desk. Once there she reached for one of the vials in the top row. She filled the accompanying applicator with the pale orange substance.

"Here, it's not fair." The heiress began, speaking to the exhausted girl still lying on the bed, "You deserve for them to be as big as the rest of ours."

Ruby, for her part, was too tired from recent events to stop Weiss right now if she had wanted to. She gasped slightly at the cold touch of the dust on her chest. After Weiss had finished covering the small bumps of flesh that adorned the younger girl's torso she spoke to her. "Okay Ruby. You can activate your aura now." And she did just that. Ruby felt a warm and pleasant sensation build in her chest, but it quickly passed.

After a few minutes, Weiss had dressed herself in her night gown and convinced the sleepy Ruby to put on her own pajama pants and tank top. A few moments later, as the young leader was about to climb up into her own bed for the night, her chest began to feel warm again. Before she could realize what was happening her shirt started to feel tighter, she looked down at her chest and could easily see as her shirt was pushed outward from her chest. Her gasping and panting at the sensations drew the attention of the other girl in the room. Weiss watched in awe as she saw her partner's breasts swell, currently only slightly smaller than her own substantial bust.

After a few more pleasurable moments passed and Ruby's chest had stopped growing her breasts were imperceptibly larger than Weiss's. The process causing Ruby to be even more tired than before, she quickly climbed into her own bed and fell asleep before she could even move the covers over herself. Weiss smirked at the sight, she walked to the side of her leader's bunk and adjusted the blankets on top of her, effectively tucking her in.

Before moving away she stole a quick kiss on the girl's forehead. "Goodnight Ruby"

She neatly climbed into her own bed, ignoring the slight wet spot from the juices that had failed to hit Weiss herself, and closed her eyes. "Goodnight" she heard a quite voice from above her. She fell into a fast sleep, smiling as she let her dreams take her.

* * *

 **I think that was my biggest sex scene so far.**  
 **And yay, Ruby caught up in the boob department. She didn't even have to wait for her body to fill out on its own. And this is after she got a vagina that's loose and tight at the same time that can even take a whole (Weiss-sized) forearm all without having to break her hymen or any discomfort at all. She gets all the luck.**

 **A note I wrote for myself to motivate myself to finish this chapter: "bigger ruby bubys"**


	9. Scale Model and Cunning Linguistics

**Chapter 8: Scale Model and Cunning Linguistics**  
 **By Clone26**

 **First of all: Holy shit that episode.**

 **This story will continue to be all sexytimes and not have any of that heavy stuff from the actual show.**  
 **A convenient guide to help you tell the difference between this canon and the show's canon:**  
 **Performance Enhancing Drugs: SDC/Atlas invents dusts that can basically mutilate peoples' bodies**  
 **RWBY by Rooster Teeth: Atlas invents machines that rip out the souls of innocents and possibly mutilate other peoples' minds and souls**

 **Also, thanks to my friend (who doesn't want to be named) for helping me come up with the title for this one.**

 **Small addition to chapter character tags: {Character 1, Character 2} = the two characters interact intimately in some way (apply dust to one another, kiss, etc.) but do not have sex.**

Characters: {Ruby, Weiss}, [Blake x Yang]

Contains: Faunus transformations, Long tongue, Cunnilingus, Breast Expansion

* * *

The next morning, Weiss Schnee woke up to the sounds of her roommates silently talking. Well, trying to be silent anyway. As the heiress's eyes fluttered open and her hearing came into focus she was made aware of two of her teammates standing in the middle of the room, Yang, with her back turned to her, and Blake, who was behind Yang.

Their voices started to become clearer, it sounded like they were arguing about something. "I told you to be careful with that." It sounded like Blake's voice, "Why did you activate your aura?"

"It was just reflex I dunno..." Another voice that sounded like Yang's said, "Look, it's not even that bad."

"But what if it was one of the other dusts?"

Hearing that this was about dust woke Weiss up immediately, soon she was up and walking toward the arguing couple. "What did you idiots do?!" The sound from her voice waking Ruby up in her bed as well, who poked her head out from behind the sheet to see what was going on. As she looked over the group she noted in the back of her mind how Blake's cat ears seemed somehow fluffier.

"Oh, h- hey... Weiss." Yang sheepishly said, not turning around to face the short angry girl, "We didn't do anything."

At this Blake sighed, "Yang was using one of the types of dust we haven't tried yet on me. It called for two doses and while she was getting the second one ready she tripped up and spilled some on her arms." She explained, "Which apparently prompted her to activate her aura to make extra sure we couldn't just wash it off."

"Look. Like I said, it doesn't feel or look bad at all!" The blonde said as she showed her perfectly normal forearms to her two teammates.

"Yang, the vial said it could take up to 3 minutes to take effect." Blake informed her.

"And how long has it been since this incident?" Weiss questioned.

"Probably only a minute... or two..." Blake said.

Suddenly Yang's arms became itchy, very itchy. "Ah! Okay, that's weird..." She said as she began to scratch at her forearms. The scratching, it seemed, was causing the hairs on her arm to fall out, leaving her skin completely smooth. "Yang, stop that!" Blake called out when she noticed some of her partner's skin begin to peel off as well.

Everyone in the room was shocked when they noticed small thin plates pushing back and out of her arm, causing the skin to flake off on its own. Soon the itching stopped and Yang was left with natural bracers of bright yellow scales that seemed to shimmer with a subtle orange hue.

Blake was the first to recover and the first to speak, "T- Those look like lizard scales... did that... did that dust turn you into a faunus?" She wondered.

Yang didn't answer, she just stroked the new scales on one of her arms, admiring how smooth they felt and how she could barely feel anything through them. They were like a natural armor.

"Oh wow! That's so cool!" Ruby was the second to regain her voice. "Do you think it could give me kitty ears? Oh! Or maybe a tail!?"

"Ruby!" Weiss scolded, "Your sister just grew _scales_ , we should try to use the antidote to make sure it's not permanent at the very least!"

"No." Yang finally said, "I- I mean... I kinda like this. Having scales like this... being a faunus... I'd like to keep them for at least a little while."

"Ugh... can you at least let me try some of the antidote on one of the scales near the edge so I can see if it'll work?" Weiss tried to reason, "I might be willing to participate in this little experiment if I knew I wouldn't be a faunus forever... no offense, Blake."

At that the aforementioned faunus rolled her eyes, "None taken." she said with a smirk.

"Ooh, can I try it next if the stuff works?" Ruby excitedly asked.

Ignoring the comment, Weiss walked over to the case and removed one of the small vials of cloudy white liquid. She dabbed a small amount of the simple liquid onto a cotton swab. When she walked back to the group Yang obediently held out her arm to the heiress. Weiss dabbed the liquid on a small scale on the edge of the patch of scales.

After a few moments, Yang's arm began to itch again, though much less intense than before. While fighting the urge to scratch the itch on her own, the scale fell out of her skin and the itching stopped, the tiny bit of skin apparently returned back to normal.

"Okay... so it works." Blake said, "I guess that's good to know."

"Yes." Weiss added, "I suppose, in that case, I don't mind if we try out the dust some more."

"Yay!" Ruby quickly interjected, "My turn!"

Before the others could react, the young leader had already used her speed to retrieve the small bottle of dust and the appropriate applicator. "Hmm..." Ruby thought about how she was going to use this dust, "Hey, Weiss, can you help me put some of this on my head, so I can see if I'll grow ears?"

"Wha- Why do you want me to do it?" Weiss asked somewhat flustered.

"Because I know you'll be super careful." Ruby said, holding the applicator out to her partner and putting on her best puppy dog face.

"Oh, fine." Weiss said, not being able to resist such a cute face.

The white haired girl studied the positioning of the resident faunus's own natural cat ears. After being seemingly satisfied with what she saw, she walked back over to Ruby. Standing behind her she mentally mapped out where the ears should go based on what she saw on Blake. She applied two small oblong spots of the yellow-green substance on the top of the younger girl's head.

Ruby activated her aura, focusing on the top of her head. She felt the sticky warm sensation disappear from her scalp. After a few minutes had passed she began to feel a numb sensation where the dust was applied. All at once, her hearing seemed to vanish. She shook her head and picked at her ears in a vain attempt to hear again all while she felt pins and needles on her head.

Ruby felt a small thud inside her head, almost as if her ears had popped from some change in pressure. Her teammates all started at her in awe. More specifically they were staring at the top of her head. They seemed to be saying something, but all she could see was their lips moving as no words came out.

She began to hear a slight ringing, she shook her head once more as her hearing started to return to normal. "-e you okay?! Ruby?" She heard her sister's voice. It was far louder than she could ever recall her sister yell before, at least indoors. "Ruby, answer me!" She said again, desperate to make sure her little sister was alright.

Ruby quickly covered her ears, her new pointed, furry, wolf-like ears. "Ah! Stop it Yang, you're way too loud!" The brand new wolf faunus cried out.

This caught Blake's attention, whose own cat ears were folded back on her head in an attempt to quiet the sound from Yang's wails. "Hey, Ruby." She said in an even tone. When Ruby looked her way and uncovered her ears Blake whispered, with her hand covering her mouth, "Can you hear what I'm saying right now?". When Ruby nodded she got the answer she was looking for. "I think Ruby just grew fully functional wolf faunus ears." She told the two in the room who only had normal human hearing.

"Oh wow!" Ruby nearly winced at how loud her own voice sounded now, "Everything sounds so much clearer than before, this is awesome!" She tested out her new ears, swiveling them around to hear new sounds she'd never been able to notice before. She could hear the subtle sounds of her teammates' breathing, even their heartbeats. With four ears her directional hearing was improved as well, easily able to discern the height and distance of different sounds without even thinking about it.

While Ruby was wandering around the room as if she had just been introduced to the concept of sound itself for the first time in her life, Weiss was interested in finding out what species of faunus she would be. If the hot headed Yang was apparently a dragon, and the hyperactive Ruby a wolf, then she must be some sort of majestic eagle, or even a noble lion. She quickly prepared a small sample of the 'Feral' dust, and applied it to her wrist so she could see what grew.

After waiting a short minute Weiss began to feel a pins and needles sensation on her wrist. She started to see white hairs growing on her arm right before her eyes. The hairs soon stopped growing and the feeling was gone. _"Well this doesn't tell me very much."_ She thought as she examined the new fur. In an attempt to discover for sure what her faunus species was, she applied the dust to one of her ears and activated her aura.

Another short minute wait later and Weiss began to feel a numb sensation surround her ear, eager to learn what it had transformed into she turned to her teammates to show them the change. Blake seemed somewhat surprised. Ruby held her hands over her smiling mouth, apparently finding the change to be very cute. When Yang saw what had happened to the heiress's ear she just laughed. "What's so funny, miss Xiao Long?" She asked the jolly blonde.

"Nothing..." She said while still giggling, "It just suddenly makes sense why you never seem to get off your high horse."

"What in the world are you talking about?"

Blake stepped in to take a gentler approach, "I think what Yang meant to say was... It looks like you're... I think you might be horse faunus."

"What?!" Weiss said.

"I think you look nice..." Ruby said as she handed the heiress a small mirror.

What Weiss saw was a long furry ear sticking up from the side of her head. It twitched a little on its own as she moved her head to get a better look at it. It was definitely a white horse's ear, and it was attached right where her human ear should have been. "Well... horses can still be majestic creatures... right?"

"Of course." Was Blake's immediate answer.

"Oh, it looks so cute." Ruby said while bouncing up and down from excitement, "You should get a set on top of your head like I did, I bet it would make you look even cuter!"

Yang was too busy laughing to notice her sister's comment on Weiss's cuteness.

"Oh shush you!" Weiss told the blonde as she reached for the counteracting agent again, "I think I'll be perfectly fine remaining human, thank you."

She quickly covered her ear in the gooey liquid and after a few minutes her ear was back to normal. _"Thank goodness this worked."_ She thought as she put the container of cloudy white liquid back in the case with the other vials.

During the intervening minutes, Yang settled down from her guffaw. While Weiss and Ruby were occupied with the latter's excitement over her new ears, Yang had an idea for herself and her cat faunus girlfriend. She grabbed the yellow-green dust once again and carefully applied a small amount to the top side of her tongue, it didn't taste like anything special. She quickly activated her aura before she could get the dust anywhere else in her mouth and almost as soon felt a numb sensation engulf her tongue. She felt as if her tongue had moved deeper in her throat and became thinner. The sensations soon stopped and her sense of taste seemed to return to normal.

She grabbed the hand mirror and opened her mouth to let out her tongue. What she saw was a thin forked tongue that hung down past her chin. _"I sure hope I can still talk alright with this."_ She thought to herself as she walked quietly over to Blake - who was quietly reading one of her books with her back turned to the blonde - with more of the dust still in the applicator. The dragon faunus quickly lifted her girlfriend's yukata, squirting some of the dust at the base of her spine. When the cat faunus jumped and activated her aura on reflex, Yang shushed her with a hiss of her new tongue. "Yang, what did you do?" Blake harshly whispered.

"Yuo'll thee, kitdy cat." Yang said playfully, as she tried to make out the sounds with the unfamiliar shape of her tongue.

Blake blushed slightly at the sight of her girlfriend's longer tongue, but before she could question her about it further she felt a slightly numb pressure at her lower back. When she went to stop Yang from touching her while the others were still in the room she found that Yang was keeping her arms behind her own back, and felt that the pressure was coming from inside her. The tingling numbness grew in intensity. Soon, Blake's pajamas were flipped up for a second time that morning. When she turned around to scold Yang again she was met with the sight of a black furry tail gently waving back and forth.

"Yang, this isn't funny." She said evenly.

"Didn' do et to beh thunny." Yang said, slowly gaining more mastery over her tongue. "Ah think et's thecksy."

The admission caused Blake to blush, but she just continued to read her book as if nothing had happened.

* * *

Later on, the black and yellow couple decided to spend some of their day sparring in the school's training field. Blake had wrapped her tail around her waist inside her shorts to avoid drawing any extra attention to herself. Yang was able to regain her ability to talk normally rather quickly, and her wrists were constantly covered by her gauntlets, so noone seemed to notice her new faunus nature.

The pair headed to the gym showers after they had finished up, wanting to wash off the sweat from training. They decided to share a small shower stall near the back of the locker room in order to have a little privacy away from the more crowded sections of the room. They each stripped, Blake's sultry tail swishing back and forth, giving Yang brief glimpses of what lay beneath as she watched her girlfriend's back.

While Blake went into the stall to turn on the water, Yang stayed behind. She reached into her clothes' pockets until she found something. The blonde pulled out a vial with a pale orange substance inside. She quickly moved towards her partner before her front could be splashed by water.

Blake flinched at the unexpected touch of the cold dust on her chest. When she looked back to identify her assailant she was met with a deep kiss from her own girlfriend, Yang. The thin yet powerful tongue quickly wrapped itself around Blake's own. The cat faunus moaned into the kiss as Yang tugged on her tongue and she felt her breasts become warm with arousal.

Too soon for Blake, Yang unraveled their tongues and pulled away from the kiss. Yang shoved the applicator into Blake's hand and moved downward, trailing her tongue along the girl's body, until she was on her knees in front of her. The blonde moved her hands up along the insides of Blake's thighs as she leaned in to flick her forked tongue along the underside of her twitching penis. With her hands between her thighs, Yang spread the cat faunus's pussy lips and lowered her face to it. She quickly penetrated the waiting hole with her dragon tongue.

Blake had to cover her mouth with her hand to not alert anyone else in the room of what they were doing, she moaned and whined quietly into it. As Yang moved ever deeper and curled her tongue inside of her entrance, the cat faunus began to feel arousal build up in her bosom yet again. Blake's chest began to grow larger, she dedicated her free hand to groping at her breasts. Beneath the hand her breasts swelled slightly with each beat of her heart.

Yang decided to test the limits of her new tongue, stretching it forward as far as she could manage. When it made contact with Blake's cervix she continued to extend her tongue, bending it back over itself. As she did so, the tip of her tongue brushed against a particular spot along her front wall. This caused Blake to bend forward, clasping her breast harder at the intense pleasure.

When her orgasm hit she tried her best to hold in her moans of delight as her whole body shook, a small spray of juices squirting from both her cock and from her pussy, right into Yang's waiting mouth. Her hands clamped down on whatever they could find, one squeezing her breast adding pleasure to her high as it was still sensitive from the growth, the other squeezing the trigger on the applicator, sending a small amount of the orange dust through the air, out of their little stall.

After she caught her breath, the couple simply allowed the water of the shower to flow over them, washing away the sweat as well as some other fluids. As they began to redress and headed to the cafeteria for lunch, Blake shot Yang a look that told her she would return the favor later, and Yang was just fine with that arrangement.

* * *

Moments earlier, a lone, nude, student was walking through the locker room looking for an unoccupied shower away from the more crowded sections of the place. A red towel was draped over one arm, covering her front from wandering eyes. Pyrrha made sure to keep her attention away from the stalls themselves, lest she accidentally intrude on someone's privacy, keeping her ears open to listen for stalls with running water.

Suddenly, as she was passing one such stall, she felt a cold liquid splash against her backside. She activated her aura on reflex, momentarily thinking she might have been attacked. Soon she realized some of the water from the stall she just passed must have accidentally been splashed at her. A few stalls down she decided that she was far enough away from anyone who might want to interrupt her by asking for an autograph or some such thing. While she entered the stall, she failed to notice the small feeling of warmth in her buttocks as they seemed to bounce slightly more than usual.

* * *

 **I'm sure Pyrrha won't notice a little extra bounce in her seat.**

 **On a more relevant note, I sure can't wait to see all the interesting stuff that could be done with that Feral dust in the future...**  
 **Otherwise, this is a much more tame chapter compared to the rest. Just testing the waters of a dust that's very different from everything I've added so far, as well as the possibility of adding more characters into the mix. What do you guys think?**


	10. Announcement and Augmentation

**Chapter 9: Announcements and Augmentations**  
 **By Clone26**

 **Another chapter with mostly setup for things to come. But don't worry there's something near the end I'm sure at least some of you will like.**

Characters: Ruby, {Weiss, Blake}, Yang

Contains: Some more Sexless Plot, Multiple Dust Type Combination, Futa, Horsecock, Futa Handjob, Somewhat Excessive Cum/Bukakke, Futa on Futa, Futa Masturbation

* * *

The next day things were calm in the Team RWBY dorm. Blake and Yang were cuddling together on the former's bed while Blake quietly read a story to herself, Yang simply enjoying the closeness. Weiss was finishing up some homework at her desk and Ruby was on her bed mulling over how to tell their friends and teammates, more specifically Yang, that she and Weiss are girlfriends now.

As if only to break the silence, they heard a knock on their door. Weiss, being the only one not on her bed, stood up and offered to open it. When she did all she was met with was an empty hallway. Not wanting to dismiss the possibility of another love letter from Jaune, _"When will that dunce ever realize I'm not into him?"_ She looked toward the floor and found a small nondescript package with a folded piece of paper on top.

She brought the package inside and closed the door. The paper was sealed shut with the Schnee family crest, indicating an impossible fine with threat of jail time if anyone not in the immediate family were to break it. Setting the box on the nearest desk, she opened the note to see what it was all about. "Oh... It's from my sister." Her voice caught the attention of the rest of her team, who stopped what they were doing to hear what this was about. Weiss read the contents of the letter out loud for the benefit of her teammates.

 _'Dear Weiss,_

 _As with the other information regarding the dust samples, the contents of this package is classified._  
 _Do not let others, especially anyone connected to Atlas or General Ironwood, know about this._

 _There is, however, one exception. I know what your teammates have already managed to do. As such, I offer you this chance. Feed the contents of this package to whomever you wish to join you in your testing of the dust compounds I have already provided you, and they will be granted clearance to partake in your supply of dust._

 _If you wish for me to provide you with another supply of dust, I ask that you at the very least test some of each type of dust in the case I left with you._

 _Your loving sister, Winter S.'_

When she finished speaking, Blake was the first to comment, "This is starting to sound more... illegal... the further this goes on." She said, voicing her concerns.

"I have faith that what my older sister is doing is perfectly legitimate," Weiss dismissed, "But what did she mean by 'I know what your teammates have already done?'"

"Yeah, what _did_ she mean by that?" Yang questioned, looking to her partner and to her sister. Ruby seemed as confused as the others, but Blake seemed a little tense.

Finally Blake spoke up, "Uhm... I think I might know what she means by that. I remember while we were in the locker room... I accidentally sprayed some Supple dust away from us... it might have hit someone outside the stall." She confessed.

Weiss sighed at the confession, "Well with any luck they don't know what happened and it simply washed away in the showers." She tried to reason, "Unfortunately, if my sister took notice of it that may not be the case."

Before they could continue their discussion or see what was in the package, they all heard the school's intercom system crackle to life. When a voice started making an announcement, they all recognized it as the voice of Professor Goodwitch.

 _ **'Attention all Beacon Academy students.**_

 _ **Due to unforeseen complications, all students hailing from outside the Kingdom of Vale must remain here at Beacon for the foreseeable future. I am sorry to say that some of you may not be able to visit your loved ones for some time due to these events.**_

 _ **Leaders of teams with students affected by this will be sent a message that includes further instructions and guidelines to follow while this is in effect.**_

 _ **That is all.'**_

The two Vale natives looked worriedly to their partners.

Before anyone could speak, a light buzzing accompanied by hit song 'Time To Say Goodbye' by Jeff Williams began to sound from Ruby's bed.

"Oh, that'll probably be the message they sent..." Ruby said sheepishly while Yang tried not to giggle at her sister's choice of ringtone.

"It says that any teams with at least one student that can't go home for the break can stay here at school!" Ruby announced to the room, "The whole team! We can stay and be one big family here!"

"But, Ruby" Yang started, "What about dad, and uncle Qrow? We won't get to see them if we stay here..."

"W- Welll..." Ruby replied, "M... Maybe we could visit them some time, and bring Weiss and Blake too! I'm sure dad won't mind meeting our gir- teammates."

"You don't need to do that for me," Weiss interjected, "I'd be fine here alone with Blake for a few months..."

"She's right," Blake added, "You should go be with your family for the break. We'll be fine here."

"Ugh! Let's put it to a vote!" Ruby announced, "Everyone who is going to stay here for the break, raise your hand!" She finished and raised her own hand, Yang soon following.

"Well, I guess we don't have a choice then..." Weiss said as she was thankful to have such a great girlfriend.

Blake just hugged Yang close without saying a word.

"H- Hey," Yang said, "We should go find out who else is staying. Let's start with JNPR, I'm pretty sure most of them don't have anywhere to go, we should make sure they're alright with this."

After going around and finding all their friends that they knew had a member from outside the kingdom they also heard about several other students. JNPR was staying. Though Pyrrha seemed a little sad to not get to visit family Jaune offered her to visit his family some time over the break. Ren and Nora seemed unaffected, apparently they had planned to stay at Beacon during the break anyway. Yatsuhashi and Fox of team CFVY each had their own family business to take care of, and would be leaving in about a week. Coco offered to stay behind with Velvet - who was now stuck at the school - which she was grateful for. Team CRDL gloated through the cafeteria how they were one of the only teams that was completely native to Vale, no one was sad to watch them board the airship back to the city, especially since it was still a week before classes ended and they'd almost definitely be losing some credits for it.

* * *

That night, after everyone had gone to sleep, one lone cat faunus lay awake in her bed. She was too horny, and unfortunately it wasn't something Yang could help with. She was imagining a scenario from one of her books, one in which a large horse faunus courts a tiny mouse faunus. It was erotica, of course, which meant the mentioned horse faunus had a gigantic horse cock. Yang was now a dragon faunus, and she herself a cat faunus. They couldn't replicate the scene if they used all the dust in that suitcase.

Which is why her thoughts were now on one particular person, someone she knew could grow horse faunus features if they happened to use the Feral dust that was entrusted to them. Someone who happened to be in the bed across the room from hers and was currently sound asleep.

Ignoring her better judgement, Blake got up from her bed. She silently moved over to the white suitcase containing the dusts and gathered everything she thought she might need, Rigid, Feral, Supple, the unnamed pale yellow dust, and the largest applicator for her haul of dusts. The nimble faunus quietly walked back over to Weiss's bed, placing her materials on the nearby bookshelf.

Blake carefully moved the thin blanket covering the heiress. Weiss continued softly breathing and otherwise remaining immobile. Seeing that she was still safe, the cat faunus cautiously lifted the white haired girl's nightgown, exposing a neatly shaved vagina. The sneaking faunus felt her heart rate quicken in her chest. _"I'm not cheating on Yang. Just... performing an experiment. Exactly the kind Winter Schnee wants us to be doing."_ She reasoned with herself.

She prepared the lightish red dust, completely filling the reservoir with the stuff. She carefully covered the sleeping girl's clit with as much of the stuff that would fit on it and pressed her hand to her pubic area, activating her aura and causing the dust to be absorbed into the heiress's virgin pussy. After patiently waiting the few minutes for it to take effect, Blake soon noticed the clit begin to twitch and expand, much like her own had once done. The sleeping Weiss's breath quickened, but there still seemed no immediate danger of her waking up any time soon. She applied another round of the dust to her new dick, emptying the applicator, and forced her to absorb it yet again.

Blake then tried something that hadn't yet been done, she applied an amount of the light yellow dust to the heiress's vulva, just under the now throbbing erection. After waiting nearly 8 minutes, Weiss's vagina seemed to change. The outer lips began to expand as if something was filling them from the inside. Soon the skin started to fuse, closing of her entrance and forming a sack of skin, containing the two round objects that now occupied the space. She had just caused her teammate to grow a scrotum and pair of testicles to go with it, at the cost of her female genitals. Despite all of this, the sleeping girl seemed unaffected by this, her breathing even slowing a bit.

The faunus ran the last of the process through her head, thinking what she should do next. She decided to use a small amount of the Supple dust on the new hanging testes, causing them to swell slightly larger. She then used more rigid dust on the slowly softening cock, causing it to become erect once again, but more importantly causing it to became roughly a foot in length. The heiress still didn't stir. _"Okay... I think it's ready now..."_ Was her last thought before she began to fill the used applicator with the yellow-green Feral dust.

She made sure to cover every last inch of it, the long shaft, the head, and even the large ball sack. Blake then applied her aura again to Weiss's crotch, careful not to touch any of the substance covering the huge cock. Almost immediately she began to see changes, Weiss's penis slowly grew, a ring began to form near the middle of the shaft, the head beginning to flatten and flare outward. Her balls swelled even more, each becoming about the size of a baseball, and still growing.

Next, her balls and around base of her cock started to sprout extremely short white fur. Her penis seemed to stop growing in size, nearly 15 inches long and about 3 1/2 in diameter. The testicles finally stopped growing as well, stopping at about the size of a large softball. Unlike a real horse's penis, and unlike the one in Blake's book, Weiss did not seem to have a sheath, her size would always be on display. Despite the drastic changes, the sleeping Weiss reacted little more than with heavier breathing and sweating.

Blake, for her part, was _very_ aroused by what she saw. Her yukata was tented by her erection and she could feel her wetness trickle between her legs. Without thinking, she reached out to grab onto the massive member. The tips of her fingers only just barely met as she held it with both hands on either side. She slowly began to stroke it up and down, making sure to appreciate its entire length. She sped up, enjoying the sounds of Weiss's nocturnal gasps and whines.

Soon, far sooner than the cat faunus was expecting, Weiss came. A lot. A fountain of cum shot out from the huge penis arced over a foot into the air, though thankfully not high enough to reach Ruby's bed it all landed on Blake's face and chest. It was soon followed by more, smaller spurts. With the final only dribbling out and sliding down the shaft until it met Blake's hands, still clasped around the cock. Blake sat in a silent shock for a few moments, _"That must had been about 20 times what I normally squirt..."_ She thought to herself as her arousal continued to rise. She looked past the huge member to look at Weiss's face, a serene expression upon her still sleeping face. _"I guess she liked that."_ Blake smirked in self satisfaction.

Blake climbed onto the bed, careful to avoid rocking it too much to avoid waking up Weiss. She wasn't wearing any underwear that night, so she attempted to straddle the heiress and place her entrance over the softening rod of flesh. She lowered her hips and hit a wall, even becoming flaccid and not at its full girth, the massive cock was far too big to fit into Blake's vagina. Instead she settled for leaning back and rubbing its length with her lips, it was enough for the horny cat. As she continued to spread her wetness up and down its length, she noticed that her own cock was bouncing against it, looking downright tiny in comparison, but she didn't feel any envy.

She hooked her thumb around her throbbing penis and saved the rest of her hand for the monster cock in front of it. "Ah, mmmm..." She moaned quietly, still not wanting to wake the heiress. She continued like that for a while, thrusting her hips across the length of Weiss's horse cock while she stroked both it and her own enlarged clit. Soon she felt herself approaching her peak. She threw her head back as she squirted her own load of juices a few inches into the air, landing back on her belly. She fell back on the bed, her legs resting atop Weiss's, who still had not woken despite all disturbances.

After a short rest, Blake gently crawled off of Weiss's bed. She set her nightgown over the softening animalistic member and carelessly threw the blanket over her. A moment before she was about to crawl back into her own bed, she became aware of the cum that was still drying on her body. She made a brief visit to the bathroom to wash it into the sink, not about her now wet PJs.

She finally crawled back into bed. Sexually satisfied as she was, she was able to quickly fall to the land of dreams.

* * *

 **Knew something interesting could be done with that Feral dust. Even still, so many more possibilities than just this.**

 **Thank you for sitting through pointless plot. More setup, mostly for adding/removing characters from the sex. There's other things I'm making room for with this chapter as well, but you'll just have to wait and see. And a potentially gross sex scene depending on your opinion of horsecocks.**

 **Oh, and I think this is the first time we've used what I'm calling "Seed" dust. Hinted at in the interlude, now we get to see the effects on a female test subject first-hand.**

 **To anyone who thinks horse cocks on people are gross: Sorry and/or How dare you**


	11. Rude Awakenings and Horsing Around

**Chapter 10: Rude Awakenings and Horsing Around**  
 **By Clone26**

 **Here's hopefully a worthwhile result of Blake's actions last chapter.  
**

 **Other than that, not much to say to start off this chapter, it's a fairly straightforward one. Enjoy!**

Characters: [Ruby x Weiss], Blake, Yang

Contains: Lactation, Dickgirl/Shemale/A feminine body with boobs and a penis and no vagina, Horsecock, Cervix Penetration, Abdominal Bulging, Excessive Cum, Cum Inflation

* * *

Ruby woke up somewhat groggy the next morning. She just had a wonderful dream where everything was made of cookies and ice cream with milk rivers and bright blue skies. She was just about to bring the ice cream queen to he quaint little cottage, at the end of the chocolate path, made of ginger bread with frosting roof tiles. She was left hungry and thirsty, and for some reason a little horny.

Whatever the case, she quietly hopped out of her bed and looked around to see all of her teammates still fast asleep. As her stomach growled she remembered her purpose, she walked to the small kitchen and opened the fridge. Inside she found something terrible, downright inhumane even. They were out of milk, and it seemed Weiss hadn't yet refilled the carton with any more of her own.

Ruby, still tired and hungry,followed her feet back into the bedroom. Almost unconsciously, she shuffled over to her girlfriend's bedside. She lifted the heiress's sheets and pulled down her nightgown, exposing a teat. The young huntress began to drink her fill of the sweet cream from the sleeping girl.

The sensations started getting to the heiress even in her sleep, the nipple in Ruby's mouth becoming erect and providing her with even more milk. Weiss started to stir, her face becoming more contorted in pleasure. Not noticed by the nursing red head, something else was pushing up beneath the heiress's night gown causing it to protrude upwards. Weiss soon woke up, having gotten a full night sleep.

"Ah." She gasped at the feeling of being suckled, "Good morning to you too." She said quietly.

In response, Ruby simply hummed into her breast. The extra stimulation making Weiss very horny as she reached over to pet ruby's ears affectionately. Looking around the room, the lactating heiress noted that her remaining teammates were still asleep and hoped they wouldn't wake up while Ruby was still eating her breakfast. As her vision moved past the wolf faunus's head, she noticed her blankets being pushed upward.

Curious as to what the rising object could be, she reached forward to remove the blanket from herself. She was met with the sight of her night gown tented around a vertical object, she also realized she had been feeling a pressure building in her crotch. Still wondering what could be under there, she pulled the bottom of her gown past the object and up to her belly.

She covered her mouth to prevent the scream that was building in her throat. Ruby noticed the movement and looked up at Weiss's face to see what it was, when she saw her face she found her staring at something. The young leader followed her girlfriend's eyes to be met with the sight of a throbbing rod of flesh. Ruby wasn't too familiar with male anatomy, but she was pretty certain her girlfriend had a penis. It made her feel horny, her privates began to twitch with the need to be filled again and this cock seemed to be even bigger than Weiss's forearm.

When her girlfriend crawled onto the bed, moving closer to the giant member, Weiss finally spoke up, "R- Ruby?! Wh- Wha- What are you doing?!" Although she tried to be quiet, the sound was enough to wake the two sleeping girls from their slumber.

"Ugh... what's with all the racket?" Yang mumbled as she rubbed the sleep from her eyes.

Blake simply looked to her right, where she heard the heiress's she saw made her stomach drop, _"That wasn't a dream..."_ She thought to herself as she watched Ruby curiously poke at the 15 inch long pole.

The sound of her sister's voice seemed to shock Ruby out of her trance. She couldn't cover up Weiss or even get off of her bed before Yang had hopped down and witnessed her little sister on her hands and knees in front of a half-naked Weiss with a giant horse's cock.

"What the fuck is going on here?!" Were the next words out of the blonde brawler's mouth. "What the fuck did you do to Ruby?!" She directed right at Weiss's face.

"Me?" Weiss replied. "I didn't do anything! I just woke up from some of the best sleep I've had all year to find out I have a _horse's cock!_ "

"Well I know my sweet innocent sister Ruby didn't do this!" Yang yelled as her eyes flashed red.

"Yang!" Ruby finally spoke, "Please don't be mad at Weiss, she didn't do anything wrong." She said trying to calm her sister down. "I... Weiss is... We're girlfriends. We have been for a few days now, and she's right she didn't have this... _thing_ before." She said gesturing at the softening penis. "I just woke up and... uh... we were out of milk so I..." She gestured at Weiss's still leaking teat. "And then this just showed up out of nowhere!"

"And how would you know she didn't have this before?" Yang said, not much calmer than before.

"Uh, well... you see...-" "I did it." Blake suddenly interrupted.

"Huh? What are you talking about, Blakey?" Yang asked.

"Wait." Weiss started, "Do you mean to say _you're_ the one who gave me this... _thing?!_ "

"It was late at night! I thought I was dreaming!" Blake said, trying to convince herself more than her teammates, "You didn't even move to wake up, I thought it couldn't possibly be real!"

Yang seemed to mentally shut down. Before her teammates could attempt to bring her back, she suddenly turned toward Weiss.

"If you ever hurt my little sister, emotionally _or_ physically, I will personally make sure you can never do that again." She threatened, presenting a fist to the heiress, "Got it?"

"Ye- Understood." Weiss replied, trying to keep her voice even.

"Good." And with that the blonde left straight to the bathroom for a shower.

Weiss sat silently under her covers, hiding her new appendage from prying eyes, face flushed completely red at the idea of even having a penis, let alone a _horse_ penis. Ruby hopped off of her girlfriend's bed, a little embarrassed from the whole ordeal. Blake walked over to her dresser, intent on changing into her uniform and getting to class as soon as possible, despite it not starting for almost 3 hours, so she could avoid further questioning from her teammates.

"Why on Remnant did you want to give me... horse... genitalia." Unfortunately, Blake couldn't get away that easily.

"I- I... I honestly thought it was just a dream." She tried again.

"I don't mean that. I... don't entirely blame you for going into a sort of trance because of the dust." Weiss began, "What I want to know is... why a horse's?" she asked.

"It was just... I just... It was a thing from a... book I was reading before we went to bed..." She admitted. "Hey, don't look at me like that. I'm sure we've all done worse things that what was in that book since that dust came into our lives."

At this, Weiss looked over to Ruby, and they both blushed. "Point taken..." she conceded, "I just hope that counteracting agent works on this... thing." She gestured to the faint bulge in the middle of her blanket, "Though I think I'll wait until later... when I can have a little more privacy."

* * *

About an hour later, Yang emerged from the bathroom showered and ready for the day, though she still seemed a little uncomfortable with the idea that her sister was in a relationship with the Ice Queen. In an effort to blow off some steam, she stormed out of the room and headed for the gym. Blake decided to go with her, if only to avoid feeling guiltier being around Weiss.

Now alone, Weiss decided it was a good time to get rid of the monster between her legs. It was just over 8 inches soft, and the balls were so huge she looked rather silly trying to walk across the room. When she reached for the vial of the cloudy white antidote Ruby grabbed her wrist to stop her. "Ruby? What are you doing?" She questioned. When she didn't immediately receive an answer she continued, "Let me go, I want to go back to normal."

"I..." Ruby quietly started to speak, "I want to try it... at least once..."

"You... what?" Weiss asked.

Without another word, Ruby bent down and lifted Weiss's night gown once again. She lifted the flaccid member, looking around it to inspect everything. "R- Ruby... stop that, it feels... weird..." Weiss said as she felt arousal surround her new appendage, it slowly becoming erect again. Ruby switched her focus to the hanging balls, looking all around them to find that her girlfriend's vagina had completely disappeared. "Ah! Ruby! D- Don't be so rough with th- those."

"Um, Weiss..." Ruby said.

"Hmm? Yes Ruby?"

"Uh, you... um, how do I say this?"

"I what?"

"You don't have your vagina anymore..."

"What!? You mean that filthy- Blake didn't _just_ give me a cock? _She turned me into a man!?_ "

"I, uh... guess so?" Ruby meekly replied, "I still think you're really pretty though, if that means anything."

"Ugh... just keep doing whatever you were doing." Weiss said with an irritated tone and looked away from Ruby's face as her own grew redder, "We'll sort this out later and I'm going to tear Blake apart when she gets back if the antidote doesn't do anything about it!"

"Sorry." Was the young huntress's only word of reply as she went back to inspecting and feeling around Weiss's new addition. As the cock rose higher and higher Ruby found herself intrigued with its median ring, the way the penis suddenly changed color at it, and the way the head seemed to flare around the tip. When it was finally fully erect, Weiss felt somewhat light-headed and she was gasping as the cock was so large it poked between her own breasts, though not long enough to breach the surface of her cleavage.

Ruby stood back up, excited by everything she saw, and grabbed her girlfriend's hand. She led her back to Weiss's bed, Weiss's cock bouncing as she walked, and the heiress lied down on her back. Her cock bobbing slightly above her belly. "Are you sure about this, Ruby?" Weiss voiced her concern.

As Ruby climbed onto the bed she replied, "I was able to take your forearm, right?" She reasoned as she crawled on top of the heiress and gestured back to the throbbing horse cock, "This doesn't look _that_ much bigger."

The younger girl positioned herself so her face almost met Weiss's and her entrance was lifted over the throbbing shaft. In order to brace herself she leaned her head forward and kissed her girlfriend full on the lips before slamming her hips down.

In an instant, several things happened. Ruby felt the horse cock glide against her walls, easily taking its girth, she also felt as it forced open her cervix - which was thankfully also affected by the dust, making the action quite easy. Weiss for the first time felt her new length being hugged by the yielding walls, and felt an even more wonderful sensation when its head penetrated something tighter, and continuing through the slightly tighter passage with ease, before finally pressing against a wall as the movement stopped. The final thing that happened in that instant was Ruby's orgasm.

The silver eyed girl came immediately upon the huge shaft entering her. She moaned into her lover's mouth as her juices sprayed around its girth and squirted onto her belly. They broke the kiss and Ruby took several deep breaths, gasping for air as she hugged onto the heiress. Weiss, meanwhile, was in bliss. Her entire cock was being caressed by Ruby's shuddering walls and it was like nothing she had ever experienced before. She gently rubbed the girl's back as the shuddering slowed and she seemed to catch her breath.

Ruby slowly sat up on the rod that now impaled her. When she did they both noticed how her belly visibly bulged around the shaft, all the way up between her breasts. _"Wow... that dust must have done more to me than I thought..."_ Ruby thought to herself as she continued to gasp for breath. But Weiss didn't care about the implications, she began to buck her hips as she just wanted to feel even more pleasure around her cock.

Ruby's hands reached for her belly, caressing Weiss's dick through herself. "Ah~ Weiss you're _so big!_ " She began to lift herself off of the cock, moaning as the movement caused the cock to slide against her entire tunnel. When the bulge was only visible below her belly button, she sat back down on the huge member. Her breasts bouncing from the impact, she enjoyed the feeling of being so thoroughly full. They soon fell into a rhythm, Ruby lifting herself as Weiss pulled back and then meeting back in the middle for a wave of pleasure, her huge balls slapping against Ruby's ass when they did.

Soon the sensations were too much for the horse faunus. The waves of pleasure hit Weiss harder than ever in her life as the head of her new cock flared, trapping it in Ruby's pussy, and milk began to dribble out of her erect nipples. "Ooooh, Ruby... R- Ruby! _Ahn~!_ " Weiss let out a loud moan as she released her seed directly into the small girl's womb. The first wave completely filled the already stretched space. As more spurts of cum spewed from Weiss's tip, they both looked on in awe as Ruby's belly surged slightly outward with it. By the third, Ruby hit her peak as well, her pussy beginning to milk Weiss for every last drop of her seed.

Ruby caressed her slowly expanding stomach as her walls clenched down on Weiss's horse cock. The spurts finally began to subside, Weiss's colossal orgasm coming to an end. Ruby was still gasping and whining in pleasure, her belly looked as if she had swallowed a basketball... or stuffed one into her pussy. She leaned forward to rest on Weiss's chest, their hips still joined by the huge member. Ruby's face was lightly sprinkled by Weiss's still flowing milk, which she lapped up lazily as the heiress gently stroked her head.

The girl licking at her nipples and her cock still inside of her, Weiss soon began to feel horny again. Lifting Ruby off of her, she slid off of her monster cock before finally pulling all the way out with an audible 'pop'. No mess was made, the cum still trapped inside Ruby's womb. As Ruby whined at the loss of fullness, Weiss moved off of the bed. "Aww, are you gonna get rid of it already?" Ruby asked in a disappointed voice.

"Not just yet... I had something more interesting in mind." The heiress said as she stood next to the bed, her cock pointed right at the younger girl's face, "Turn around."

Ruby didn't hesitate to do as she was told and turned to face away from Weiss sitting up on her knees. "Bend forward." She said, and Ruby did.

Just as Ruby began to understand where her lover was going with this, Weiss shoved half of her length into her pussy, only stopping as she made contact with her cervix. Ruby moaned as she was filled once again and Weiss began to push further, entering her womb again. Their hips met once more with a resounding slap as Weiss's balls swung forward to brush against Ruby's clit, causing her to squirm in delight.

Weiss let new male urges from the cock surge through her as she well and truly fucked Ruby, moving much faster than she could while laying on the bed. Ruby was in heaven, barely able to stay conscious as she was being fucked, the cum sloshing around in her womb, the balls slapping against her clit, and the cold milk spraying over her back. Her legs slipped out from under her, now dangling off the bed as her belly was pressed directly against it, the cum staying put as her girlfriend's cock sealed the only exit. Weiss fully embraced her role in this, in pure bliss as her shaft was caressed by the giving walls and her sensitive nipples sprayed the wonderful liquid that made her whole chest swim in pleasure.

All too soon for Weiss's preference, she began to feel a familiar tightness in her balls as the head of her cock flared outwards once again. She gave several last quick thrusts, never leaving Ruby's womb, and grunted as she met her orgasm. Ruby came the moment her belly ballooned outward once more, her own juices spraying across Weiss's crotch and legs. When she was finally done, Ruby's belly looked more like she had swallowed a large watermelon. Weiss pulled out, letting a torrent of cum flow out of her girlfriend's gaping pussy, her belly returning to normal in no time. The heiress leaned forward, catching her breath, and hugged the wolf faunus's back to her chest. "I love you, Ruby."

Ruby was shocked to hear those words from Weiss. She decided she liked hearing her say it. "I love you too." She said, smiling, "I bet you're glad I got you to try it out now, aren't you?"

"Shut up, you dolt." Weiss mumbled into the red head's back.

"Hehe... love you too..." Ruby said again as she drifted off to sleep, exhausted by he first time.

* * *

 **Finally back to a real honest to god sex scene.**

 **What's everyone's opinion on the horsecock now that you've had some time to get to know it? Good? Bad? Gross? Beautiful?**  
 **In any case, Weiss is keeping a penis, but I can have her return it to a human one and/or add back a vagina if enough people seem to dislike its current state.**


	12. Lunch Roundup and Jeanne d'Arc

**Chapter 11: Lunch Roundup and Jeanne d'Arc**  
 **By Clone26**

 **Sorry for the wait between chapters. Christmas and other real life things took priority for a few days.  
**

 **The wait for the next chapter will hopefully be shorter, but the holiday season has a way of making me lazy so we'll see.**

Characters: Ruby, Weiss, Blake, Yang, [Jaune x Pyrrha], Ren, Nora

Contains: Aphrodisiac, Female Masturbation, Lesbian Sex, Male-to-Female Gender Bender

* * *

A few more days have gone by and team RWBY has gotten more comfortable among themselves regarding the whole sexual transformations thing. Yang realized there really wasn't any harm in letting Weiss date her sister, besides, she could always just threaten the heiress into not hurting the younger girl. As for Blake, Yang is willing to overlook the little incident with a sleeping Weiss and a giant penis, they even agreed to make their relationship a little more open, though it comes with the catch that they need permission from one another if either wants to have sex with someone else, all in all it went a lot better than Blake expected.

For the transformations themselves, most of the team was rather happy with their current figures. Weiss in particular had come to really appreciate her changes, even if it meant some changes in her schedule to allow for such things as emptying her breasts so her nipples didn't poke holes in her tops and leak milk everywhere. She ended up using some of the antidote on her horsecock, reverting it to a much more human shape and removing all of the fur around the base and balls. It also shrunk a bit from it, now only about 13 inches long and 3 wide and became much smaller when soft, which happened to be a little easier to hide in her frilly skirts than before. Despite Ruby's apparent adoration of its original size and shape, Weiss didn't enjoy the animalistic appearance and sensation of it and is much happier with a more normal looking one, even if it is still much larger than any man's. If she could change one last thing about herself, it would be to have her vagina back. She appreciated what Blake did for her and Ruby, even if that wasn't the cat girl's intent, but she didn't quite feel like herself without her delicate lips. Unfortunately they didn't seem to have any dust that could regrow a vagina, and she wasn't sure Winter would be able to get them something like that. Though she had to admit, it did feel nice being able to stand up while going to the bathroom; even if it meant sitting down at all was a little more complicated with the thing between her legs. The smaller skirt of her school uniform also managed to create a close call or two, such as yesterday when she got a little hot and bothered watching Glynda Goodwitch's - their combat instructor - breasts bounce in every direction as she gave a demonstration to the class and she had to excuse herself to the bathroom to quickly rub one out into the toilet.

Ruby certainly loved how far her own vagina could stretch to accept Weiss's cock or forearm. She was especially thankful after she'd heard several stories about a girl's first time hurting or not being able to take objects much larger than 8 or 9 inches, she was really glad that she could take her girlfriend's monster. She was admittedly a little less happy with her own breasts, not that she didn't like watching them jiggle, but she already had Weiss for that! They tended to subtly throw off her balance when she was fighting with Crescent Rose, she had perfected her technique for years and always had to adjust slightly as she grew up, but for some reason nothing had the same noticeable effect as suddenly growing big boobs did. If there was one thing she was absolutely sure of though, she loved how cute she looked with little wolfy ears.

Blake was dreading the moment she finally woke up from this dream. It had been something of a hobby for her, reading romance novels that often had scenes of a rather... _impossible_ nature. She now got to effectively live out a lot of her fantasies, including having both a penis and her vagina. Well almost a penis, anyway. The shape wasn't quite right as it was still technically her clit, just engorged to the size of a penis and coming with a few 'perks' like cumming out of it and getting to pee standing up. Her new tail managed to come about in sex once or twice too, she found it to be incredibly pleasurable to have Yang stroking it, not to the same level as her cock of course, but still really nice, just so long as she didn't pull on it too hard. Though, honestly, she felt a little left out in the transformation department, compared to Weiss's horse cock or her own girlfriend's giant, fuckable tits her transformations almost felt tame. She had some ideas in the back of her mind, of course, she just needed to wait for the right time to put them into action.

Yang was absolutely in love with what happened to her body and everything that's happened since she found that dust Weiss first grew her boobs with. She became comfortable with the size of her massive tits pretty quickly, only a few days after she first overdosed on that Supple stuff. She notably cherished how her nipples were basically a set of vaginas on her chest, and how having Blake fuck them felt so wonderfully kinky. In the back of her mind she briefly wondered if she could turn her nipples into _actual_ vaginas. Her thoughts turned to the lips between her legs, specifically how Blake had accidentally used some of the boob expansion dust on them. Her labia were a little fuller but not much else really changed, though she did have to adjust her seating from time to time, she wondered how Weiss seemed to manage sitting comfortably with the beast between her legs when she could barely sit still with a puffier set of lips. Finally, she loved being a faunus, and not just because it gave her a long tongue to fuck her girlfriend with, she could now truly understand the struggles that faunus, especially Blake, had to go through. Even if that mostly just meant that would-be bullies would make fun of her before she promptly sent them to the infirmary.

Currently they all sat in the cafeteria enjoying lunch with their friends, Team JNPR. All of whom had quite different reactions to the changes they noticed in RWBY.

Jaune was a little shocked when he first noticed Weiss's bust getting a little larger, he just assumed she was a bit of a late bloomer. When he started noticing the rest of her team getting larger breasts he stopped questioning it and just allowed the breasts to exist, even if he _was_ a little worried about them suddenly changing like that. Maybe there was just something going around, he even noticed Pyrrha's butt a little more while they practiced. When it came to the two newest faunus members of the team, he just assumed Ruby and Yang were faunus who hid their nature like Blake and they became more comfortable with it recently, or at the very least he just failed to notice until recently. Overall, he just tried not to stare too much.

Pyrrha wasn't one to be jealous of others, but she had a hard time not breaking her streak when Yang's already ample chest more than doubled in size almost overnight. Even Weiss's relatively minor change seemed to draw more of Jaune's affection. They were still smaller than her own, so why wasn't he ogling her instead? Speaking of Weiss, she also noticed the front of Weiss's skirt lift a little, apparently on its own, before she asked to be excused to the restroom yesterday during a sparring demonstration. She didn't want to dwell much about what it could mean, so she shifted her thoughts to her faunus friends. Specifically Yang and Ruby who were apparently faunus as well, Yang's traits were a reptilian tongue and scales on her forearms while Ruby had a pair of wolf ears on her head that were the same color as her hair. It's possible she just never noticed before, given how Yang wears her gauntlets - which are a similar color to her scales - on her wrists at all times and the other thing is just her tongue, easily overlooked if you're not looking for it. Ruby's ears were even harder to spot if you weren't paying close attention, especially whenever she heard a particularly loud noise and the ears folded back and laid flat against her head, nearly perfectly blending in with her hair.

Ren made note of what he could see but decided that his friends' bodies were their business and he had no reason to overthink things. He tried not to think about the fact that Nora would likely crush him if he spent even a second admiring the lovely ladies' new busts. Nora, for her part, just wished she had boobies as big as Yang's so she could bounce them up and down all day.

They sat in relative silence, comfortable despite the clattering of dishes and diffused chatter of the crowded mess hall. They ate their lunch as half of them continued to try stealing glances at the various straining shirts at the table. Yang's uniform in particular looked to be on the brink of losing a button. Jaune and Pyrrha payed no mind to an oddly sweet taste that dotted their otherwise bland sandwiches. Yang seemed rather pleased with herself as she watched the two of them eat.

Yang decided to break the silence, "So, what have you guys been up to lately?" She asked the team on the other side of the table, "Anything fun?" she added with a suggestive tone as she wiggled her eyebrows.

"W- Well..." Jaune started, "We've training a lot more. Pyrrha has really been a huge help with my sword play."

"Oh, I don't want to take all of the credit. If you didn't give each of our sessions your best effort, you wouldn't have become as skilled as you are now." Pyrrha said as she started to form a blush at the praise.

"Yeah... so... are you guys... y'know, Alright?" Jaune asked, shifting the conversation to the girls across the table.

"Huh? What do you mean?" Ruby asked in response, _'What could he mean by that? We've been better than ever!'_

"Well for the last week I've been hearing sounds... like yelling and screaming and stuff. From your dorm room." Jaune continued, "I just wanted to make sure you're all alright."

Hearing this, Yang burst out into uncontrollable laughter, that strained button finally snapping and flying off to somewhere else in the cafeteria as her bust bounced with her mirth. Blake hid her blush behind a book she brought with her. Ruby pulled her hood up and in front of her face to hide her embarrassment. Weiss's face became red as well, and she began to yell at Jaune.

"I'll have you know we are in two very happy relationships!" She shouted at the blonde boy, "And stop listening to us through our door!"

Jaune looked shocked at the sudden outburst directed at his worry. He looked over to his teammates to see if perhaps anyone knew what he did wrong. Ren had an unreadable expression and he just continued to drink his tea. Nora was laughing along with Yang across from her. Pyrrha seemed almost as confused as Jaune felt, she was just as concerned with some the noises coming from across the hall from their friends.

They soon all finished their lunch in a much more uncomfortable silence, frequently broken by the giggling of Nora or Yang, but otherwise no one spoke another word until the bell rang. As they were following the flow of the crowd out of the cafeteria Yang caught Pyrrha's attention and gave her a wink before running forward to catch up with the rest of her team.

* * *

After classes ended for the day, Jaune and Pyrrha returned to their dorm room. Nora and Ren decided to head to the gym for some extra training before settling down for the day, so the two were alone. Soon after they had left the cafeteria Jaune began to feel somewhat sick to his stomach, he assured himself that it was probably just minor food poisoning and it would pass by the end of the day. While Pyrrha was worried for her leader, she was dealing with an issue of her own. Also soon after lunch, she started feeling a little light headed, even having flashes of a migraine throughout the day.

Not long after they entered the room and closed the door, Jaune felt like he was about to vomit and ran straight for the bathroom. Before Pyrrha could think to help him her headache flared again, so she shuffled over to her bed and sat on the edge. After having a comfortable seat, the pain in her head seemed to stop, replaced by a wave of exhaustion so she lied down on her back for a short rest.

After a few moments of resting, she hadn't heard any sounds coming from the bathroom. She wondered if Jaune was okay, but wasn't in a state to get up and help him. In her hazy mind her thoughts turned to the blonde haired, blue eyed boy that was her leader. A warm feeling began to build in her chest and her breathing hastened. She thought of his muscles, how they move and flex when they train. A warm wetness began to pool in her crotch. As her thoughts continued to become filled with increasingly sexual images, she reached toward her jacket and undid the fastening, when she reached the shirt underneath she tore a hole right through it with her bare hands.

She began to roughly grope at her own breasts, completely overwhelmed with arousal. As she squeezed her breasts and pinched her nipples, she began to feel something like a dull ache in her vagina, a strong desire for something to rub against her pussy. She gave up the efforts of one hand and shoved it down into her skirt and panties. She moaned as she felt her wetness with her fingers and began to caress her lower lips. Her arousal just kept _growing,_ she wanted something to fill her as soon as possible and she didn't care what or how.

While she kept busy fingering herself, she failed to notice as the door to the bathroom creaked open. Jaune walked out of the bathroom feeling a little better, or at the very least no longer sick to his stomach. If he even was a 'he' anymore. Pyrrha lazily looked up at Jaune when she heard the bathroom door shut. She was met with a sight that she wouldn't normally be sure how to feel about.

Jaune's shirt and vest were completely removed, his jacket only haphazardly draped over his shoulders. This allowed her to see his bare chest and abs, now looking curiously like her own. His muscles were a little less defined, covered in a thin layer of fat that wasn't there before. All except for his pecs, they were completely covered with a new set of modestly sized breasts. In fact his whole body looked completely feminine now, his clothes even looked a little looser despite the added softness of the fat.

Still overcome with lust and unable - or unwilling - to remove her hands from herself, she addressed the feminine boy, "J- Jaune? Are yo- Mmmmm- you okay? _Ah!_ " She gasped as a small amount of her fluid squirted into her panties.

"I... Y- Yeah..." Jaune said, with a distinctly more dainty voice than Pyrrha was used to, he seemed to be gripping at the crotch of his pants, "Wh- Why aren't you st- stopping, Pyrrha?"

"I- _Ahn!_ -can't!" She moaned as she added another finger to her entrance.

Before he could say another word, Jaune doubled over and collapsed to his knees clutching at his lower belly and, for some reason, moaning. Still gasping and moaning uncontrollably, Jaune managed to pull his pants off of his legs. His boxers were soaked, almost as if he'd peed in his pants. When he finally managed to wriggle out of his underpants Pyrrha realized he really had turned into a girl somehow.

In place of the penis she'd expected to see inside Jaune's boxers, what she saw was a perfectly smooth, beautiful, vagina that was dripping with arousal. Jeanne reached between her legs and gasped at the alien sensations surging through her.

As she watched the boy-turned-girl masturbate in front of her, Pyrrha stumbled off of her bed and began to stagger toward her while removing her own skirt and panties. When she reached the masturbating girl who was on her back on the floor she stood over her. The Mistralian champion got down on her knees and positioned her crotch directly over the other girl's face.

After a brief shock and confusion, Jeanne understood what Pyrrha wanted and without slowing the movements of her fingers, she began to lap at the folds right in front of her. As the inexperienced girl moaned and gasped into her pussy she groped at her own breasts as her orgasm grew ever closer. As the other girl whined into her, she realized she was being rather selfish. In an effort to remedy that, she leaned forward until her own face was above the smooth and hairless form of Jeanne's vagina.

She moved her hands away and moved her tongue in to taste her for the first time, giving one long slow lick from her clit down to her entrance. As Jeanne moved her hands up to grab at Pyrrha's plump ass, the more experienced girl began to focus her tongue's motions on her clit while her hands moved to finger the girl's opening. The actions caused the new girl to moan uncontrollably into her partner's folds as she came and her juices splashed across the floor in front of Pyrrha.

Her mind and body still affected by this uncontrollable lust, she kept lapping at the shaking girl's vagina, enjoying the vibrations of her moans against her own pussy. Soon enough Pyrrha's actions rewarded her as she finally came, covering the other girl's face in her juices and letting out a loud moan of her own. They both shuddered as they came down from their highs. Each began to relax as the arousal and lust seemed to leave their bodies with their orgasms.

Pyrrha rolled off Jeanne and they both lay there gasping for breath as they sat in a large puddle of their own juices. When Pyrrha began to understand what just happened, she became shocked.

"J- Jaune? Are you okay? What happened to you?!" She asked in a near panic.

"I- I dunno..." Jeanne said as she caught her breath, "I feel a lot better than earlier though... my stomach ache is gone... heh..."

"Well... if it helps, I think you make a very pretty girl, Jaune." Pyrrha said, smiling at the other girl's face.

"Th- Thanks..." Jeanne blushed as she heard that, "B- but... If I'm a girl now... maybe I should have a more, uh... 'girly' name to go with it?"

Pyrrha thought a bit about that as she admired her crush's new body with a sober mind for the first time. She really was pretty now, and not in the goofy way that she was handsome when she was a boy. She still had her muscles and her breasts were rather modest, just a bit smaller than Pyrrha's. Suddenly her face lit up as she finally thought of a name for the newly transformed girl, "Jeanne!"

"What?" Jeanne said at the sudden outburst from the other girl.

"I think that should be your new name." She said, "I think it's fitting. It's still a lot like your old name, more feminine, and it's pretty, just like you."

"Y- you really do think I'm pretty? You're not just saying that?" Jeanne asked as she blushed even more.

"Of course." Was Pyrrha's only reply as she leaned forward to kiss the other girl full on the lips.

* * *

Earlier, across the hall, Team RWBY was lounging around. They were relaxing after a long day of classes. Soon they started hearing loud moans outside their room. It sounded like two people, two girls, to be exact.

"Is that... Jaune?" Blake said as her ears perked up and she lowered her book.

"HAHA! He even sounds like a girl in bed, oh that's perfect!" Yang laughed, "Oh, he better thank me for that!"

"What are you talking about?" Ruby asked.

"Oh, I slipped those two some of that new dust we got from Winter, the one that said it was an aphrodisiac." Yang answered.

"An afro-what now?" Ruby had never heard that strange word before.

"It's something, in this case a dust, that makes one aroused when it is used on them." Weiss added, "What I want to know is how Yang knew that. I thought you didn't read the labels on these vials."

"Oh, ha ha. I skimmed it over. It said you have to drink it or put it in your food and it'll make you horny." Yang said as Weiss went to retrieve the subject of conversation from its small case.

As Weiss looked over the label, her face quickly became one of shock. "Yang... are you sure you read this thing entirely?"

"Uh... well, not really..." Yang said sheepishly, "Why? Is it bad?"

"There's a warning that says not to give it to men, or else it will... well..." Weiss trailed off.

"Well, c'mon, spit it out!" Yang said irritated.

"It says it can have the side effect of turning men into women..." Weiss finished.

Everyone else in the room was shocked for a moment.

"Well... they seem to be enjoying themselves, despite the situation..." Blake spoke, trying to lighten the mood.

"Yeah, he'll be fine. Hehe... heh..." Yang weakly added, feeling a little guilty for changing Jaune's life without even asking first.

"Look... Let's just... be more careful about how and where we used this dust in the future. Make sure whoever you give it to is willing, and at least one other teammate is aware of what you want to do beforehand... but no begging your significant other... and no tricking your sister into agreeing." Weiss proposed some rules for their newest dust.

"Agreed." Blake quickly spoke.

"So I have to ask Blake if I want use that dust on someone?" Ruby asked.

"Correct." Weiss spoke firmly.

"Aw, come on! You just made up those rules so I'd need to ask _you_ for permission!" Yang complained.

"Alright, let's put it to a vote." "Then let's put it to a vote!" Weiss and Ruby simultaneously suggested.

They looked at one another, a little surprised that they would both suggest that, and raised their hands. Next to Yang, Blake also raised one hand off of her book and over her head.

"We're in agreement then." Weiss said.

"Ugh, fine. I'll ask you first whenever I want to give someone the 'Lust' Dust."

"Oh, let's give it to Nora and Ren next! That way the whole team JNPR will be with us and we can share our dust with them without worrying if someone else will find it." Ruby said excitedly.

"I think we should just give it to Nora..." Weiss said, "I don't want to forcibly turn anyone else into a girl any time soon."

"Hey, Ice Queen." Yang commented, "Didn't you _just_ say that Ruby needs to ask Blake for permission, not you?"

Everyone turned to Blake to hear her opinion

"Let's give it to Nora first... afterwards we can ask Ren if he wants to take it too, and let him _and Nora_ know all the risks of that." Blake decided.

"Aw, yeah! Then we can give them some dust! Oh, I can't wait to see what those guys do with it."

* * *

 **First of all: Yang suddenly being okay with what Blake did and Ruby/Weiss's relationship.**  
 **This is still mostly just a porn story, pretty much all setup is only meant to lead to more and varied sex. I'm not going to have there be lasting drama regarding Yang's feelings about that stuff.**

 **Secondly, I'll be a little more careful about giving anyone sexual faunus traits in the future, as it seems most people aren't too pleased with that kind of stuff. For now I'll probably keep stuff like that to one chapter at a time so those who don't like it can just skip on to the next chapter without it being a permanent change.**  
 **Might make a separate story some time in the future that's all about someone having a horsecock or other sexual faunus traits to appeal to the people who** _ **do**_ **like that and keep it away from those who don't.**

 **Let me know what you think!**


	13. Dual Wielding and Utter Nonsense

**Chapter 12: Dual Wielding and Utter Nonsense**  
 **By Clone26**

 **Sorry for the longer waits between chapters. Unlike last time I don't have an excuse beyond my tendency to be lazy.  
**

 **Regardless, thank you all for your continued enjoyment and comments!**

Characters: [Blake x Yang], Ruby, Weiss, {Jeanne x Pyrrha}, {Nora x Ren}

Contains: Nipple Penetration, Double Dick, Double Penetration, Vaginal Lubrication Lactation (?), Nipple Fucking, Light Breast Expansion, Belly Expansion (Sorta), Cow Udder, Lactation, Multiple Breasts

* * *

Blake and Yang were making out on the former's bed. They were still in their uniforms after a day of classes, though they had already discarded Blake's skirt and Yang's top. Blake purred into Yang's mouth as the blonde's tongue wrapped around her own. Her tail gently swayed side to side while she had her hands on Yang's chest, one hand squeezing one of the soft mounds while the other fingered a nipple. Yang, meanwhile, had one hand gently rubbing at Blake's folds while the other was busy lightly stroking the base of the cat faunus's tail.

Blake suddenly pulled away and stood off of the bed, leaving the other girl a little unsatisfied.

"Aw, what's the matter?" Yang whined, "Not feeling into it?"

"That's not it." Blake explained as she walked toward a desk, "I wanna use more dust..."

"Ooh, kinky~!" Yang said seductively.

Blake simply rolled here eyes as she looked through their selection of dust. Ruby and Weiss had decided to give some of it to their neighbors, Team JNPR, so they had a bit less than before. Feeling a little adventurous, she decided to try the unnamed light blue dust and quickly filled an applicator syringe.

She swayed her hips seductively as she walked back toward Yang, her tail swaying rhythmically along with them. As she stood in front of the blonde laying on the bed she grasped her semi-erect dick. After she made sure Yang was looking directly at her, she brought the applicator down to cover her penis in the warm dust mixture.

"Oh! going to make it even bigger for me, are you?" Yang asked.

"It'll be a surprise... we haven't used this one before." Blake replied as she finished covering herself.

"Oh~ Can't wait to find out!"

Blake activated her aura. After assuring all of the dust had been absorbed she began to stroke herself in full view of her girlfriend. Strangely, unlike other dusts she has used, the feeling of warmth and slight numbness never seemed to disappear from her dick as she continued to jack herself off. " _Ah~!"_ She gasped as suddenly the pleasure seemed to rise dramatically and she let go of her dick as it felt twice as sensitive as before.

Despite the lack of touch she felt herself grow closer and closer to orgasm. "Ah, oh- _what was that stuff?!"_

Yang stared in awe at Blake's twitching cock as it seemed to grow wider and wider. Blake herself just tried not to fall to her knees at she felt ever closer to orgasm. Soon, the cock seemed to start splitting down the middle. Yang continued to watch in shock as at first Blake's dick had two heads before the seam traveled all the way to the base of her cock until she had two separate shafts side by side.

The blonde brawler didn't get to admire the change for long as, while she was staring, two large loads of girl cum sprayed at her face. One squirt splashing directly between her eyes as the other arched lower, much of it getting in her mouth. Blake finally fell to her knees as her twin cocks continued squirting smaller spurts of cum onto the floor.

Blake was left gasping on the floor while Yang wiped the ejaculate out of her eyes. Once her face was clear, Yang looked over to her girlfriend.. She had fallen to her back and was taking deep breaths while her two cocks hung limply over her belly.

"Hey, Blake." Yang started, "Are you okay?"

In reply, Blake only lazily nodded her head without opening her eyes or looking at Yang.

"Let's get you somewhere more comfortable." Yang said as she hopped off Blake's bed and quickly lifted the girl in her arms before placing her back on her own bed.

With Blake now comfortably resting on her bed, Yang took the opportunity to get a closer look at her lover's cocks. They looked nearly identical as they twitched slightly with every beat of the cat faunus's heart. They both connected right above Blake's pussy side-by-side with barely any space between them, though they each leaned outward in different directions.

As she admired the twin cocks, Yang felt wetness pool between her legs once again. Licking her lips, she slipped one hand beneath her skirt and began to slowly rub at her fat lips. As she played with herself, she leaned forward to bring herself closer to Blake's crotch. She extended her tongue out of her mouth and gently teased one of the dicks. Her other hand rubbing faster and faster at her own swollen lips.

"Ah! Y- Yang..." Blake gasped at the unexpected touch.

As Yang continued to slide her tongue around the two cocks they quickly became erect once again. As soon as they were once again at full mast Yang took one of them into her mouth, curling her tongue around the shaft. Not wanting the other cock to feel left out, Yang brought her free hand to stroke the twitching rod.

Blake was in heaven as she received both a hand job and a blowjob from her girlfriend at the same time. "Oh, shit Yang~! Don't... Don't stop!"As she felt herself grow closer to another orgasm, Yang's motions stopped. The blonde crawled on top of the gasping faunus until their faces met and Blake felt something soft and wet rubbing between her dicks.

"Ready for the main course?" Yang said as she reached back to their sexes and grabbed both cocks in one hand and lifted her hips slightly.

Blake felt Yang's folds press against the tips of her dicks as her natural lubrication dripped over them. When Yang was sure her aim was right, she lowered her hips. As Blake felt the heads begin to slip in, Yang stopped with a wince of pain before trying again, only to be met with the same result.

"Come on!" Yang said frustrated, "There's no way I can't take both of these things!"

Before she let her girlfriend's anger take hold, Blake took action. With one hand each she grabbed her cocks, pulling them out of the blonde's grasp. She kept one where it was while she pushed the other further back, slipping it between Yang's butt cheeks. When Yang tried lowering her hips again, she was pleasantly met with one cock in her pussy and the other sliding into her asshole.

"Ah~ Good thinking pussy cat!" Yang moaned as she began rolling her hips over the the cocks.

"Oh, Yang~" Blake simply replied.

Blake began to buck her hips up into Yang, wanting to feel as much of Yang on her cocks as possible. Yang hugged her lover close, squeezing their breasts together as she rode the twin rods. The cat faunus grabbed at the busty blonde's breasts, kneading them as her dicks slowly moved within her.

Yang had never had a whole cock in her ass before, but the slippery member Blake had inside of her right now felt lovely. When the black haired girl's fingers started to gently pump into her nipples she noted how similarly the two sensations felt. Being filled in almost every hole was beginning to send Yang over the edge. She sped up the movement of her hips, eager to meet release.

" _Ah~_ Y- Yang, I'm c- _close!_ " Blake whined at the increase in speed.

"Me t- too" Yang gasped out.

Now determined to cum with her girlfriend, Blake pumped her fingers faster into her nipples while concentrating to hold her orgasm back for Yang. She could feel juices pooling around her cocks as Yang grew wetter. The blonde sat up on the dicks and she reached up to rest her hands on top of her jiggling breasts as her girlfriend continued fingering them. Yang's eyes rolled back and her tongue lolled out of her mouth as she _moaned_.

Juices gushed around the cock in Yang's pussy, some small drips even dribbled out of her nipples. "Agh! _Shit!_ "Blake let go as well, her cocks pumping loads of cum into Yang's filled holes. Blake swore she almost saw Yang's belly swell slightly. She removed her fingers from the blonde and rested her arms on the bed. Yang herself was panting as she gently massaged her now sore nipples.

Soon afterwards, Blake's cocks began to soften and slipped out of the blonde in the process. With her incentive to continue straddling Blake gone, Yang softly fell to the mattress and cuddled next to her girlfriend.

After a few moments of deep breathing and cuddling, Blake spoke up.

"You know... there is something we could do about your nipples hurting like that..." She said to the blonde whose head was between her breasts.

"Oh? More dust already?" Yang replied, "You're quite eager today~."

Blake slightly blushed at the accusation. "I- I just want to help you out, really." She said as she moved to sit at the edge of the bed.

"Hmm... Okay, go get whatever dust it is you think will make by poor little teats feel all better." Yang teased as she made a show of rubbing around her nipples in front of Blake.

Blake blushed even more. Despite her sex life being much more active than in the past, she still wasn't quite used to having sex... or Yang's playfulness. She walked over and grabbed two more vials of dust.

When she returned to the bed she didn't speak, she only filled the applicator with dust. Yang sat up straighter and allowed her girlfriend to do whatever she wanted, she could trust Blake. The cat faunus reached one hand up to Yang's nipple and inserted two fingers. She pried the hole open as wide as it could without Yang wincing and stuck the business end of the applicator into it. Yang watched as a pink mixture of dust emptied from the applicator and gasped as she felt the cool sensation of the stuff filling her breast.

Blake did the same thing with the other nipple and Yang activated her aura. Soon she felt a distantly familiar pressure build inside of her breasts. She moaned as Blake began to force her nipple open once again, also noting that Blake's shafts have begun to stir. The dark haired girl brought the syringe up to Yang's chest again. This time her girlfriend had injected some light purple stuff into her nipples, though it was just as chilly as the previous dust.

Just as before, Yang activated her aura and focused it into her breasts. Almost as soon as she felt the last of it absorb into her flesh, she began to feel another pressure in her breasts. This time, however, it didn't feel like something trying to force its way in. It felt strangely like her bladder was full, but the feeling originated from her breasts. _'Did Blake make me start lactating?'_ Yang thought to herself as she tried to figure out what her girlfriend had done to her breasts.

Moments later, when the force seemed to reach its peak and Yang clenched her eyes shut from the intensity, all of the pressure vanished all at once and she sighed in relief. Suddenly she felt a more familiar sensation on her breasts, when she opened her eyes she was met by the amber eyes of Blake as the cat faunus looked to be suckling on her tit.

"Ah, so you made me lactate? Kitty getting jealous of little Ruby hogging all the fresh milk?" Yang teased.

Blake's lips left the teat with an audible pop and she gulped the liquid still pooled in her mouth.

"Nope." Blake simply said. "Guess again."

"Oh my god! Did you really make me piss out of my tits?!" Yang asked in horror.

"What? No!" Blake said in a tone of disgust, "I made your 'tits' able to cum just like your vagina."

Yang looked a little more surprised, and somewhat relieved that her girlfriend didn't want to drink her pee from her boobs. Blake licked her lips, apparently satisfied with the flavor of the busty blonde's juices.

"Mmmm... Almost tastes even better than down below." Blake said as she went to eat out her girlfriend's nipples some more.

As the cat's tongue pressed its way into the even looser nipple, Yang realized that they felt almost as good as her vagina too. Much better than the dry dull feeling of before. When she realized this, she got an idea.

"H- Hey, Blake... St- Stop that for a moment..." Yang said as the pleasure washed over her.

"What is it?" Blake asked.

Rather than answering her directly, Yang stood up from her seat on the bed. She grabbed Blake's shoulders and turned her around. Once their positions were reversed, Yang knelt in front of her girlfriend. Blake seemed to understand what the blonde was doing and her cocks immediately sprang up in excitement.

The busty blonde brought her hands to her chest and began lightly fingering her wet and pliable nipples. She savored the feeling and began to spread the openings with two fingers each. Yang pressed her breasts together as she held them up to Blake. Blake took her cue and grabbed each of her dicks in a hand to align them to the blonde's waiting holes.

Blake slowly pressed forward, not wanting to surprise or hurt her girlfriend in any way. Yang had other plans and she quickly thrust her whole upper body forward, plunging the twitching cocks into her wet caves. Both of the girls moaned out at the new sensations. Yang felt as if her pussy was totally filled, and yet it remained completely untouched. Blake relished in the feeling of two warm wet tunnels caressing both of her sensitive rods.

"Oh, f- fuck yes..." Blake moaned as she leaned forward over Yang.

"Don't stop now - _Ahn~_ \- Pussy Cat... we only just got started." Yang encouraged the other girl.

Blake grabbed a hold of Yang's shoulders and bucked hips to begin to truly fuck Yang. The blonde moaned in delight as Blake felt the soft walls surrounding her begin to twitch and flex on their own. She got herself into a rhythm while being careful not to let one of her cocks prematurely slip out of either inviting hole. The cat's tail swayed eagerly as she thrust into her girlfriend.

As Blake continued to enthusiastically fuck her lover's tits she noticed that the blonde's pussy was dripping and yet unattended, Yang herself was too focused on squeezing her own tits tighter around the futa's cocks to care to do anything about it. The faunus reigned in her tail's motions as best she could and brought it forward between her legs while it still swayed slightly.

Yang was in heaven. Her two sensitive holes were being thoroughly fucked by her girlfriend's two cocks. "Oh~ Yeah... don't stop..." She didn't think anything could make this experience better as she felt her self slowly climb to an orgasm. " _Ah!_ " She nearly jumped when she felt something furry gently rub against her clit. Looking to Blake, she couldn't see anything besides a look of pure lust across her face. When she glanced down she noticed the furry appendage between the cat's legs as it brushed against her own clit to further add to the pleasure she was experiencing.

Eventually Blake couldn't take the doubled pleasure in her dicks any longer. She let out a grunt as she sped up her thrusting. Yang felt her chest being filled by her girlfriend's fresh hot juices. The excess juices proved enough to cause the breasts to noticeably swell. The feeling of being so filled and the tail now moving more erratically over her folds finally sent Yang over the edge as well. She screamed as her cum sprayed around the cocks in her nipples and she bucked her hips as she coated Blake's thin furry tail in her love.

Yang fell to her butt, slumping against the bed as Blake's cocks fell free and her breasts emptied themselves onto the floor. Blake herself began to jerk off her dicks as they squirted the last of her orgasm onto Yang's face before she too fell to her knees panting. Yang reached forward to her girlfriend and pulled her into a hug, kissing her.

"Th- That was amazing..." Yang sighed, "Thank you, Blake."

"Love you too, Yang." Blake said as she rolled her eyes at the still twitching blonde.

Yang stole another quick kiss from the black haired girl. "You know... We _are_ going to have to top that at some point."

Yang laughed as she felt Blake's cocks harden against her thighs.

* * *

The shorter couple stood outside team JNPR's bedroom door. The hooded girl held a box containing a small number of dust vials, each a different color. The white haired girl knocked on the door and they waited for an answer. After a short moment, the door opened and they were met with the face of a girl with bright blonde hair and deep blue eyes.

"Jaune?" Ruby was the first to speak, "Woah... so you really did turn into a girl..."

"What?" Jeanne replied, apparently forgetting that she turned into a girl before answering the door, "H- How did you already know about that?"

"Oh! Uh..." Ruby trailed off, unable to think of a proper answer.

"Let's go inside, we'll explain more in there." Weiss said calmly.

Jeanne moved out of the doorway and let the other two girls enter the room. She closed the door once they were in and locked it for good measure.

"So... Explain what, exactly?" She asked.

"Oh, what are you two doing here?" Pyrrha asked as she entered through the bathroom door.

Weiss sighed, mentally preparing herself for everything she was about to have to say, "We came to explain what happened to you yesterday, why Jaun-"

"Jeanne" Pyrrha interrupted.

"Why Jeanne turned into a girl," Weiss corrected, "And offer something else, if you're willing to try it."

When the newer couple gave the heiress their attention and sat on a bed, listening intently, Weiss told them everything they knew about the situation from yesterday. She told them that Yang put a special dust in their food that turned Jaune into Jeanne and that afflicted both of them with ravenous lust. Then she gestured to the vials of dust that her girlfriend held.

"This is more dust of a similar nature. Although you don't need to ingest these, just put them on the area you wish to affect and activate your aura. I will warn you, they do often feel rather... _good_ to use." Weiss said, she then picked up one of the vials and continued, "This orange one, for instance, called 'Supple' dust, causes the user to grow larger breasts... the transformation is very... pleasurable."

"Yeah." Ruby finally added, "It's the same stuff that gave Weiss her new boobs... This pink one-" Ruby nodded her head to a vial of Yield dust in front of her, "-makes your skin and stuff get super stretchy. We haven't tried it on too many places, but if you put it in your vagina like it says to it makes it be able to take really big things, like an arm or a huge dick!"

The other two blushed as they assumed the younger girl was talking from experience. Weiss's face also became a rather deep shade of red, but before she could admonish Ruby about speaking so candidly about their sexual activities she stopped herself and shifted her focus back to the dusts.

"This yellow-green one is something we've taken to calling 'Feral' dust, though it doesn't seem to have an official name." Weiss explained, "You may have noticed certain changes to Ruby and Yang lately. Well her ears and the other one's scales are a direct result of using this dust. It seems to choose a faunus species for you, or perhaps it uses recessive faunus genes if you have faunus ancestors. Either way, you somehow have a faunus species tied to you and this dust causes you to grow traits based on that species and where you put it on your body."

At this point Ruby couldn't keep her excitement hidden any longer, "Oh, I can't wait to find out what kind of faunus you two will be! I bet Jau- Jeanne will be a cute doggy or maybe a lion. No- no wait, Pyrrha would be a lion, or maybe some type of red lizard. Oh! Maybe you'll both be bunnies and you can-"

"Ruby!" Weiss stopped her girlfriend from continuing, "Anyway... before we leave, the most important dust you should know about is this white one." She said as she picked up the vial filled with a cloudy white liquid, "This is a counteracting agent or antidote of some kind. Put simply it can reverse the effects of most of the dusts. Some things require more than one dose, as far as we know. We're also not entirely too sure how well it works on most transformations... admittedly there haven't been many changes due to the dust that we've wanted to change back. More relevantly, I'm not sure if it could change you back into a boy, Jaune."

"N- No... It's okay." Jeanne started, "I'm actually kind of liking being a girl so far. Even if I wanted to change back, I think I would want to stay as a girl for a little while longer... y'know, so I could get used to it and be sure I really did want to change back..." She finished with a blush.

"Alright, I just wanted to let you know." Weiss said as she placed the vial back into the box.

Ruby placed the small box on one of the empty desks in the room. Once her hands were free, Weiss grabbed one and began to lead the younger girl out of the bedroom. Seeing that small gesture made Jeanne reflect on her feelings for the heiress.

She supposed she was happy just to see Weiss happy, even it it meant not getting to be in a relationship with her. As she looked over at Pyrrha's smiling face she realized she didn't need that. She could be happy with someone else, she supposed that she and Pyrrha were already sort of in a relationship anyway if what happened the other day meant anything.

While Jeanne was lost in her thoughts, Weiss made sure to let them know one last time to be careful. "-and while I encourage experimentation, just make sure you don't use too much at once so you can sort of test it out and use the antidote if you don't like whatever happens. " She explained, "Use too much of the dust and it can be permanent even with the antidote."

As the red and white couple began to leave the room Ruby turned around one last time. "Good luck you two!" She said as she waved goodbye.

Pyrrha was left wondering if the young leader was talking about the dust or something else.

Not long after the two had left, Pyrrha moved over to the desk where their new dust sat. She was very curious about the faunus dust that Weiss explained because, like Ruby, she was very curious to find out what type of faunus she might be.

She dabbed a bit of it onto her forearm to see what would grow from it. After waiting a few moments, her arm began to feel a numbness like pins and needles. She watched in shock, almost not believing it, as she saw two red feathers grow out of her arm in only a few moments.

"Those look really pretty." Jeanne said, admiring the new feathers.

"Yes, well... I don't think I want to grow wings any time soon." Pyrrha replied as she moved to grab the antidote.

"Suit yourself." Jeanne said as she grabbed the vial of pale orange dust for herself.

Pyrrha applied a small amount of the counteracting agent to the base of the feathers, where they grew out of her skin. A short moment later, after a brief itchiness, the feathers dislodged from her arm and fell to the ground. She rubbed her now smooth arm and looked down at the feathers on the floor. _'They really do look nice...'_ Pyrrha thought to herself.

Pyrrha was pulled from her thoughts when she heard feminine moaning. She looked up from the feathers and over to the bed that Jeanne currently sat on. She saw the other girl groping at her chest as she continued to moan blissfully. Every couple of seconds her breasts seemed to pulse as they grew larger. Pyrrha felt her face heating up as she watched the scene, trying to ignore the pooling wetness between her legs.

The growth and Jeanne's moaning soon stopped, her breasts now a little larger than Pyrrha's.

After a moment of thought, and being aroused by her love's body, Pyrrha spoke up.

"Get dressed." She said hastily, "We're going to train and afterwards head to the forge."

"Huh- why?" Jeanne questioned.

"The extra weight of those-" She gestured to the girl's chest, "-will throw off your technique unless you get used to it." Pyrrha quickly explained, "And your breastplate won't fit anymore, not comfortably at least, so we'll need to make it deeper to fit them."

"Oh..." Jeanne nodded, understanding, "But why don't we reforge the armor first, then?"

"Because... um... you'll get used to the, uh... weight easier without it..." Pyrrha feebly attempted to hide her desire to see Jeanne's breasts swinging and bouncing as they trained.

"Oh, okay. I guess that makes sense." Jeanne said, oblivious to Pyrrha's actual reasons.

After Jeanne had dressed herself in her hoodie and jeans, her 'combat attire', the two were out the door and on their way to the roof of the dorm where they would perfect Jeanne's technique and form.

* * *

"Hey guys!" Nora announced loudly into her team's dorm room as she entered through the door, "I'm back!"

The redhead was somewhat disappointed when she didn't get any response. Usually Jaune would freak out and fall off of hi- her bed and Pyrrha would jump and make a scribbly mess with her pen on the homework she was working on. Even if one of them was in the bathroom they'd at least have a shocked scream. She already knew Ren wouldn't be in here, after they got done at the gym he was called to Doctor Oobleck's classroom for some reason.

"Alone time, huh?" Nora pondered aloud to herself as she walked further into the room and shut the door.

Before she could think of something to do she heard something crunch beneath her feet. When she looked down all she saw was two red feathers. They looked oddly dry and brittle, if the way one of them was crushed beneath her shoe was any indication. She reached down to inspect the foreign objects.

"Ooh, they're the same color as Pyrrha's hair... pretty!" She observed as she held the intact feather between her fingers.

As she looked around for any reason for the feathers to be here, she spotted several vials of dust she had never seen before sitting right on Pyrrha's desk. She quickly abandoned the feathers and walked towards the desk.

When Nora looked over the vials of dust she didn't see any colors or anything that she was familiar with. Thinking logically she reached for one of the nearest vials, it contained a milky white fluid, and she read the label on it.

"Counteracting Agent?" Nora read, confused, "It says it's some sort of dust... Wait, these other dusts are used on your body?"

Nora looked over the dusts and reached for the 2nd closest one. This one was a yellow-green color. So she began to read it as well. Unlike the other, more professionally printed, label, this one seemed to be partially written in what looked like Weiss's hand writing.

"Feral dust?" She continued reading, "So this stuff can turn you into a faunus?! So those really are Pyrrha's feathers? That's so cool!"

Without much more thought, Nora tried to open the vial of dust. When it proved fruitless to simply twist the cap, she noticed it had a strange nozzle on the top. Looking back at the desk she found a small syringe gun thing and noticed one end fit neatly on top of the vial.

Quickly figuring out the mechanism and use of everything, she put a small amount of the stuff on her forearm, eager to find out what type of faunus she would be. After several moments, the yellow-green substance continued to sit on her arm doing nothing but being a little warm.

"Oh right, it's dust!" She focused her aura to activate the dust on her arm and she watched as it began to absorb into her skin, "Duh!"

Other than a slight numb tingling while it was absorbed, several moments passed where nothing more happened and Nora was starting to become impatient.

"Aw... isn't something else supposed to happen?" She questioned, "I'm not a human faunus am I? That would be lame!"

Soon after the complaint, Nora felt her arm begin to tingle with pins and needles once again. The excitable girl watched her arm intently for any changes. Soon her arm began to feel itchy where she applied the dust, but Nora held firm and did not scratch the itch as she continued to stare down her arm. She was rewarded for her efforts when, seconds later, tiny pink hairs pushed up through the surface of her skin. More itchiness and quite a few more hairs later and Nora had a small patch of pink fur mottled with a couple of large splotches of white.

"Ooh, pretty!" Nora exclaimed as her other hand idly stroked the soft fur.

As she had her fun with her new patch of soft pink hairs, she decided that that just wasn't enough. Prying her hand away from the furry patch, she began to unbutton her uniform and removed her shirt leaving her bra on. She filled the applicator with more of the Feral dust and moved to her bed where she sat up and leaned against the headboard.

"I'll cover my whole belly with fur." Nora decided, "Then I could get Ren to pet me all day!"

As she said she would, she began to cover her belly with the yellow-green substance. She slathered the stuff over her entire belly from the bottom of her rib cage to just above her waist. Once again she activates her aura to absorb the dust and she feels the same tingling sensation once none of it was left on her skin.

Several moments of waiting and watching her bare skin later and Nora began to feel something within her belly. Though it wasn't the tingly itchy feeling she had been expecting. She felt an oddly comfortable warmth slowly grow in the belly. She watched as she slowly started bloating, her belly stretching larger and larger almost looking as if she was rapidly becoming pregnant.

"Ah... Ah... Oh my- _Ahn~_ " Nora gasped and moaned as her belly increased in size.

As her belly continued growing, Nora noticed that it had become slightly pinker in color and 4 darker points of skin were beginning to form around the mass of flesh. Despite the oddity of the situation Nora couldn't help that she felt more and more aroused as her soft pink belly grew bigger and bigger. She began to stroke her expanding belly with her hands, feeling it grow larger under them. The darker patches around her belly grow a more defined shape, looking like large nipples.

When her hands brushed across the newly formed nipples she nearly shrieked. The hardened nubs were very sensitive. She adjusted her approach and gently gripped one of the teats in her hand, moaning at the pleasurable sensation is brought. Bringing her other hand to another of the teats she began to stroke and gently tug on them alternatingly, the touch being far more pleasurable than she had ever felt playing with her breasts before.

Her belly slowly came to a stop, apparently finished with its growth. Nora whined at the loss of the foreign yet pleasurable sensations as she continued to stroke the long nipples on her belly. The horny girl absentmindedly wondered if this is what it felt like to masturbate as a boy. She quickly shook the thought as she remembered guys only have one penis and it's not growing out of their belly. She continued rubbing her teats and felt herself grow ever closer to release.

Suddenly the warmth returned and it seemed that her belly grew subtly larger once again. Unnoticed by Nora, her breasts feel the same sensations. The sudden and unexpected pleasure sent her over the edge and she soaked her sheets with her juices and creamy milk.

"Wait... milk...?" Nora wondered out loud to herself as she watched her new teats continued to shoot small spurts of milk, "Oh! I get it, I'm a cow faunus! Neat!"

She continues absently playing with her new assets, still somewhat horny from the whole ordeal. Wanting to play with her normal original breasts, she reaches back to unclasp her bra. When the bra falls free, she feels a warm liquid trickle down onto the top of her new udder. When she looks back at her front she notices that her normal boobies have begun to lactate as well.

Suddenly very curious, Nora reached for one of her breasts and lifted it to her face. She began to suckle on her nipple, the sensations and new hormones causing the rest of her teats to start expressing milk as well.

"Mmmm... Creamy!" Nora says as she lets her breast fall free, "So much sweeter and thicker than that normal milk we get... Oh! Ren should use this for pancakes! I bet they'll be super yummy!"

Bringing her attention back to matters at hand she grabs at one of the previously neglected teats on her new udder while she brings her remaining hand down further to attend to her throbbing folds. As she stroked her teat, she continued to spray fresh warm milk all over her bed sheets. Her pussy was doing the laundry no favors either. As she continued to rub at her folds and pick up her pace, more and more of her juices dripped onto the bed.

"Ahhh... _Oohhh_!" Nora continued to moan as her multitude of nipples sprayed milk in every direction. She brought her face lower to lick and suck at her other breast while she inserted two fingers into her entrance. Her belly jiggled as her legs shook and her toes curled with the intense pleasure she was feeling.

Her fingers moved slowly at first. As she felt increased pleasure from her nipples continuously spraying warm milk she picked up her pace. Wanting it to feel even better, she brought her thumb to rub at her clit and added another finger into herself. The strong sensations from so many places all at once quickly set her over the edge once again.

" _Ooooohyghyyeeesssssss!_ " She moaned and arched her back upwards as her pussy sprayed its juices all around her hand and her breasts and teats gave a brief surge of milk.

Her legs continued to twitch as she layed back on her bed and attempted to calm down from the intensity of the orgasm.

"Heh... hah... I'm gonna have to clean that up later..." Nora gasped to herself as she looked down at her udder still dribbling its milk.

"I won't be able to fit into any of my clothes if I keep this thing... hmmm..." Nora thought out loud to herself.

"Oh, right!" She suddenly explained after a brief moment of thought, "There was that secret agent stuff!"

She stood up from her milk-soaked bed and walked back over to the desk with the vials of dust. Her udder swung uncomfortably from her belly with each step. When she finally reached the desk she grabbed the tiny jar of cloudy white liquid.

"Yeah, this stuff." She said as she read the label, "Just put it on and this udder goes away." She said almost disappointed that it had to go.

Just as she said, she covered the sensitive pink udder with the white goo and after a few seconds it absorbed into the flesh. While she waited for the stuff to take effect she went over to the dripping bed to remove the sheets and clean up.

A few minutes later, after she finished putting a clean sheet on the now dry mattress, she was pulling a fresh blanket from the closet. She suddenly dropped the red blanked in a heap on the floor as she felt a pleasurable heat build up in her belly. She quickly moves over to her bed and sits down on the side.

Looking down at her udder she notices it begin to very slowly shrink. "Aww, bye-bye udder!" She says to herself. As the belly continues to grow smaller and return to its normal color she notices it coming closer to her face. For whatever reason the mass of sensitive flesh seems to be moving from her belly to her chest as the teats still attached to it change shape to be smaller and flatter, more like her regular nipples.

" _Ahn_!" Nora moans, "Is it going into my boobs?" She questions as the mass slowly separates into four smaller blobs of fat and flesh. Her nipples began to dribble milk again as the blobs push up underneath her breasts.

Suddenly all of the sensations came to a stop. Nora was confused as she felt something still pressing up from beneath her boobs. She couldn't get a good look at anything from her perspective, all she could see was her boobs, so she got up and walked to the bathroom.

"Maybe I'll see something in the mirror." She thought out loud to herself.

After setting a small stepping stool in front of the sink, she stood on it and looked at herself in the mirror.

"Oh, wow!" Nora exclaimed at what she saw.

She now had three pairs of breasts hanging from her chest. They were all the same exact size of her original breasts. The weight of the ones on top resting over the pairs underneath.

"I think I can get my clothes to fit these just fine..." Nora said into the mirror as she turned in different directions to see her new boobies at various angles.

She giggles as she continues to play with her new boobs.

* * *

Ren quietly entered his team's room. Dr. Oobleck kept him behind after class to discuss some of the specifics of living outside of a kingdom. Apparently the doctor heard that he was from a village outside the kingdom and wanted to gain some knowledge about the place.

As he entered he noticed a lone blanket on the floor and noone in sight. He quickly picked up the abandoned cloth and cleaned up Nora's messy bed.

"Nora, are you here yet?" He called out, thinking the girl might be in the bathroom or kitchen.

When he didn't receive an answer he sat at his desk and began looking over his notes from class. Several minutes later, he heard the bathroom door open up behind him to his right. Without looking up from his notes he began to speak to the person that exited.

"I asked if you were here earlier." He said simply, attention still on his notes.

"Oh, sorry. Hehe, guess I didn't hear you." Nora said as she walked behind him wearing nothing more than a towel wrapped around her body.

When Ren glanced to his right to see Nora he quickly averted his eyes. "You can get dressed, I'll keep my focus on these notes." He told her.

"Aw, where's the fun in that?" Nora whined as she hugged his back.

Feeling a suspicious lack of towel against his back, Ren found it increasingly difficult to not turn around.

"Guess whaat~!" Nora said in a cheery voice.

"What?" Ren asked simply, not attempting to humor her.

"Nuh-uh!" Nora said as she shook her head, "You're going to have to actually guess!"

"Uhm... is it that you're not wearing a towel?" He asked in a monotone voice.

"Well that's part of it, but no!" Nora said as she let him go and took a few steps back, "Turn around!"

Ren braced himself, thinking the girl might have gone and gotten herself a nipple piercing or something during the 30 minutes he was gone.

"So, what do you think?" Nora asked when the boy was completely turned around and looking directly at her multitude of breasts.

 _'How on Remnant did she do such a thing? Does this have anything to do with those vials of dust on Pyrrha's desk? They look really perky now with the other boobs pressing up from underneath. What would it feel like if she let me tit-fuck them? I wonder how good it would make her feel to fondle them all together.'_ And several more thoughts ran through the huntsman's mind before he finally spoke. "They look nice." He said in his usual monotone and with very little emotion on his face.

"YAY!" Nora exclaimed, "Oh I just knew you would love them!" The excitable girl says as she hugs him once again, pulling his face right into her chest.

"Oh, right!" Nora said again, still hugging the boy, "I need to you to sew more heart shaped holes into my clothes!"

* * *

 **I believe with with last Bumblebee sex scene they've finally used each type of dust.**

 **And finally there is dust in the team JNPR dorm room. I'm sure those crazy kids will find all sorts of things to do with that stuff. Well, more than what they (mostly Nora) have already done, anyway.**

 **And now a question: How many of you would want to see Ren changed into a girl like Jaune did?**

 **Also woops, misspelled something in the title *Udder Nonsense**


	14. Restoration and Reduction

**Chapter 13: Restoration and Reduction  
**

 **By Clone26**

 **We're back to a shorter 2000+ word chapter this time around. I'm sure some will hate that while others are relieved.  
**

 **On with the story!**

Characters: {Ruby x Weiss}, {Blake x Yang}

Contains: Setup, Vagina Growth, Breast Reduction, Nipple Expansion (kinda)

* * *

"You know, I've been thinking." Yang suddenly started speaking from her position on her bed.

"That's a shock." Weiss mumbled to herself at her desk.

"I think we used all of the types of dust we were given, right?" Yang continued, "And didn't Winter's note say that if we did that, she would send us even more dust?"

Ruby and Blake seemed to be excited at the idea of more dust, and listened closer to the conversation.

"I'm sure the next shipment is on its way." Weiss told the blonde, "But you'll recall there has been a restriction on air and sea travel lately, which is the reason we're all still here at this school in the first place. The package could have been delayed or even completely stopped."

"Oh, right..." Yang trailed off.

As if on cue, the team heard a short knock at the door.

"I'll get it." Blake offered.

Blake was hopeful as she opened the door and looked toward the ground. Sure enough, there lay a small featureless cardboard box. The cat faunus had to restrain herself from jumping for joy. After all, it could just be something other than the promised dust.

"Oh, who's it for?" Ruby asked when she saw it, "What's in it?"

"I don't know, there's no address or label or anything." Blake said as she used her nail to break through the tape holding the simple box shut.

Inside she found two pieces of paper, both held shut by Schnee Family crests. She handed the two sheets of paper over to the resident Schnee heiress. Underneath where the papers were, Blake saw several vials of dust that were each mixtures of colors she had never seen in dust before.

Weiss broke the seal on one of the sheets of paper. The page unfolded into a lengthy manifest detailing all of the new dust they were just given. She set that aside for later as she broke the next seal.

"It's another note from my sister." Weiss said to the room as she began to read the contents out loud.

 _'Dear Team RWBY,_

 _As you have successfully used each type of dust previously entrusted to you, I have taken it upon myself to deliver yet more dust mixtures and compounds._  
 _You will notice that several of the vials contain a swirling mixture of two or more colors. This is because those vials contain multiple types of dust per single dose._  
 _Put simply, we have discovered that several of our experimental dusts can be used simultaneously to be met with different results than could be achieved by using each type separately, even when applied to the same body part._

 _Instructions for safely mixing your own combinations have been provided alongside a detailed inventory of the vials I have sent you._

 _I've noticed that you've managed to recruit your neighboring team, JNPR, into our tests._  
 _If you can successfully recruit more test subjects, I'll consider sending yet more types of dust._  
 _Until then, I will be sure keep you stocked with ample supply of the types I have already given you._

 _Your test coordinator and loving sister, Winter Schnee'_

"Sweet, more stuff to play around with!" Yang said as she jumped off of her bed.

"You're not touching any of this unless you promise to read the labels before using anything." Blake said sternly as she kept herself between the box and her girlfriend.

"Oh, come on. I've learned my lesson, I promise!" Yang asserted.

Ruby, meanwhile, was already rummaging through the vials and reading labels while Weiss sat at her desk looking over the inventory sheet. Among several rather on-the-nose names like 'penis' and 'vagina' dust, she also found a peculiar red vial labeled 'reduce'.

"What would we need something like that for?" Came Yang's voice from over Ruby's shoulder. "Why would you want to make anything smaller? Besides, doesn't the antidote thing already do that?"

"The antidote just reverses the effects of dusts." Blake helpfully supplied, "This stuff looks like it can make body parts smaller than they were originally."

"Lame!" Was Yang's only other comment on the subject.

Ruby, for her part, was seriously considering the practical uses of the dust currently in her hand. _'Maybe I can make my boobs smaller... they do kinda get in the way when I try fighting with Crescent Rose lately...'_ She pondered. _'Heck, they were even throwing me slightly off balance even before Weiss made them this big.'_

With her back turned to her teammates, Ruby unzipped the front of her blouse. Using her semblance, she quickly applied a layer of the pale red dust to her breasts and activated her aura. She put her shirt back into place and returned to her team as if nothing had happened.

Weiss quickly finished going through the list of new dusts. Now armed with the knowledge that one of them could give her vagina back, she stood up and grabbed a vial of swirling pink and green. Without saying a word to her teammates she took it into the bathroom and locked the door behind her.

* * *

After pulling her panties down she sat on the closed toilet seat. She prepared the syringe with the colorful dust. She lifted her skirt and spread her legs and with one hand lifted her balls to uncover the strip of skin between her scrotum and her butt hole. Carefully with her other hand she spread some of the so-called Vagina dust along the area.

Weiss activated her aura on the spot and hoped for the best. After the initial wave of heat and arousal passed, she grabbed a small hand mirror off of the bathroom counter and angled it to get a good view of the area beneath her testicles.

The first thing she noticed was that she felt aroused, but her cock didn't stir. As she felt the arousal pool in her crotch she saw in the mirror her cooch slightly bulge. She saw the color of the skin begin to redden as a crease formed down the middle. The seam split open and like petals of a flower blooming her folds emerged.

As her arousal continued to build she noted that there still was no entrance, only the pink lips. In a brief peak of pleasure that nearly made her drop the mirror, a small nub pushed its way out the top of her newly forming pussy. Before she could continue to admire the twitching button, she felt another wave of arousal as another smaller crease formed between the lips.

Weiss felt as if an invisible force was pushing into the crease, slowly opening the hole that it hid. She gasped and sweat as she felt a void within herself slowly being filled. Her vagina was slowly becoming wetter as her natural lubrication finally responded to the arousal the transformation was causing her.

Suddenly something snapped. The floor beneath the heiress was now covered in a puddle of her arousal. She let go of her balls, which gently slapped against her new vulva, and the mirror, which thankfully didn't break after its trip to the floor.

As she came down from the unexpected orgasm, she regained enough of her senses to grab a towel of the rack and place it down around the toilet. Now standing up, she noted that her balls pleasantly brushed against her new clit as she shuffled about the bathroom. After she picked up the mirror and made sure it was undamaged, she retrieved her panties from the counter top and slipped them back over her butt and balls.

 _'I really need to get new underwear, I can't fit this thing in my panties without stretching them to the point of uselessness...'_ Weiss thought to herself.

She heard a moan from the bedroom that yanked her from her thoughts.

* * *

Ruby had gone back to sitting on her bed and playing games on her scroll. Blake was furiously typing away on her own scroll, writing down every single idea she got for what she and Yang could do with all the new dust they got while failing to hide the boners that bulged her shorts. Yang, sitting next to her, was hoping nobody noticed the wet spots that were slowly growing at her crotch and nipples as she read some of the things Blake typed.

Suddenly Ruby gasped. She felt a warm and tingly sensation in her breasts not unlike what she felt when Weiss used the Supple dust on them. Still under the concealment of her sheet fort, she hoped Yang or Blake didn't hear her just then. Hoping they wouldn't come to see if she was alright, Ruby unzipped the front of her dress.

Now topless and looking at her own chest, Ruby didn't immediately notice anything different. Soon she felt another pulse of warmth and she noticed her breasts shrink slightly along with it. After a few more moments of shrinking, Ruby noticed that her nipples seemed to be doing the opposite. Her nipples were growing erect and her areola puffier with each passing moment.

A couple of long minutes of shrinking later and Ruby's chest was completely flat. All except for her now larger red sore nipples. The areolae were about the same size as Yang's after all the dust she has used on her breasts lately and the nipples were larger and seemingly permanently erect. However Ruby didn't have the huge breasts to justify having such large nipples. Her breasts were now practically nothing but nipples.

Ruby was confused, she thought the dust was meant to completely shrink her boobs until she had a flat chest, not make her nipples big and sensitive. _'Maybe I didn't read the instructions right?'_ Ruby thought to herself as she lifted a hand to probe at the deep pink, twitching peaks. _'Well, they are smaller at least.'_

" _AH!_ " Ruby moaned loud enough the penetrate the walls at the sensations brought upon by her nipples.

"Ruby, are you okay?!" Ruby heard the panicked voice of her sister call out to her.

The next thing she knew the sheet over her bed was pulled away to reveal a scared-looking Yang and a blushing Blake.

"Oh, I'm so glad you're okay!" Yang said as she pulled her sister into a bear hug, "I heard you scream, though!"

"I- I don't-" Ruby stuttered, trying to find a way to answer her sister while being crushed into her boobs.

"I think that was a moan, Yang..." Blake said from over the blonde's shoulder.

"Huh?" Yang questions her girlfriend and holds her sister at arm's length. Blake points to the younger girl's chest and Yang finally notices and places Ruby back on solid ground, "Oh! S- Sorry! Really, I thought you were hurt or something or- I don't really think of you as old enough to... you know... Sorry."

"I- It's alright... you were just worried is all..." Ruby said, facing away from her teammates to hide her chest.

Before Yang or Blake could think of anything else to say, the bathroom door burst open and the white heiress stormed out. Weiss stopped in her tracks as she caught sight of her girlfriend, Ruby, standing in the middle of the room topless. The white haired girl immediately blushed at the sight of the two erect and twitching nipples. Her skirt began to rise on its own and Ruby distantly noted that wetness dripped between her legs as well.

"Weiss!" Ruby exclaimed as her girlfriend walked into the room and saw her new chest, "I can explain!"

"You used Reduce dust."

"I- Yeah... how did you know?"

"I read the list and notes my sister left us. Among other things it said that this-" Weiss gestured to the younger girl's swollen nipples, "-was often a side effect of using it."

"O- Oh... The vial didn't say anything like that..." Ruby said.

"Yes well... I think it looks cute... if that's any reassurance..." Weiss said, still blushing and not at all attempting to hide her boner.

Without another word, Ruby ran up to her and trapped her in a tight hug. Ruby gasped a bit at the feeling of her nipples brushing against Weiss's bust. They started making out, not caring that their teammates were watching.

"I feel like this should look weirder than it does." Yang whispered to her girlfriend, "I mean, look. Weiss's giant dick is is poking between my little sister's legs and like 4 or 5 inches of it are still extending past her butt! But it still just looks cute."

Blake for her part was not trying to hide the fact that she was staring. "Maybe it's just because you're her sister." She whispered back, a bulge forming in her pants, "I think it looks pretty hot..."

"I guess it is kinda sexy..." Yang said, a couple of wet spots forming on her shirt and shorts, "But Ruby can keep her. I don't even want to _try_ taking something _that_ big. I prefer your cocks! They're the perfect size and there's two of them."

Blake turned away from the two girls kissing to look at her partner. Without a word she leaned in to kiss her while a hand moved between the blonde's legs. After a brief peck, Yang pulled away.

"Look, I'm not against going another round, but my sister is right over there." Yang protested.

"Okay, okay. I can wait until later." Blake said. _'But now that I think about it, a foursome_ would _be pretty hot...'_

"We're gonna go get lunch, you two wanna come with us?" Ruby chimed in, pulled Blake from her thoughts.

Blake and Yang shared a look and they had their answer.

"No thanks. You two go on without us, you could use the date." Yang said to the shorter couple.

"And what is that supposed to mean?" Weiss said.

"Nothing." Yang said quickly, "Just that we always have lunch and dinner as a team or with JNPR, you deserve some alone time."

"Yes... well... thank you." Weiss said before pulling Ruby out the door by the hand.

"Bye guys, we'll be back in about an hour!" Ruby called out as she was dragged away.

Now alone, Blake turned to face the blonde.

"Well... it's later." She said.

Without a word, Yang pounced on her girlfriend and sent them both down to the bed.

* * *

 **Shorter chapter and less sex than last chapter. But we'll see what happens next time. (Well** _ **next**_ **next time anyway. Next time will probably just be that list and descriptions of dust that Weiss read.)**

 **Also, hey! More Dust which means more possibilities!**

 **Thanks for reading!**


	15. Boop Job and Peeping Tom

**Chapter 14: Boop job and Peeping Tom**  
 **By Clone26**

 **Hey I'm not dead and neither is this story!**  
 **Sorry for the wait since the last chapter, among real life and my own inherent laziness (it was mostly the laziness) I had some creative differences with myself, which are hopefully settled.**  
 **This chapter also ended up being a bit bigger than I originally meant it to be, but that only added maybe a week onto the time it took to make this, the rest was still laziness.**  
 **I won't promise updates as frequently as in the past, but most likely you won't need to wait two months again like this chapter.**

Characters: {Ruby x Weiss}, [Ren x Nora]

Contains: Voyeurism, Multiple Breasts, Female Masturbation, Lactation, Boobjob/Paizuri, Vaginal Object Insertion, Straight Vaginal Sex

* * *

Ruby and Weiss had just finished their lunch and were on their way out of the dining hall. They walked across the Beacon campus hand-in-hand. As they walked, they drew the attention of several students who were going about their business. Most of them failing to hide the fact that they were staring directly at Weiss's gently bouncing chest, some whispering rumors that the heiress was hiding something under her or 'his' skirt, and a few taking glances at the younger girl's chest.

Weiss took note of the people staring at her girlfriend's chest and decided to join them in admiring her girlfriend's unorthodox breasts.

"It's a bit chilly today, don't you think?" Weiss spoke to the girl walking next to her.

"Huh?" Ruby replied, "It's not that cold. I'm plenty covered up. Why? Are you chilly?"

Rather than reply with words, the silver haired heiress simply used her free hand to point at her girlfriend's chest. The action had the intended effect of causing Ruby to look down at herself.

Protruding from Ruby's chest were two rather large and very visible bumps poking out from her shirt. The fabric strained around them revealing two obvious nipples. Each was about an inch in diameter and nearly just as long.

Ruby's eyes went wide as she pulled her cloak around her front to cover herself up. "Were they that visible the whole time!?" She asked, visibly flustered.

"Yes, from the moment you got dressed."

"Why didn't you tell me?!" Ruby loudly asked her girlfriend. "Ugh, this is so embarrassing..."

"I think they look rather... attractive..." Weiss replied, herself now beginning to blush as she felt a tightness in her chest.

"R- Really?" Ruby asked, slowly lowering her cloak and letting it return behind her back. "Thank you." She said with a smile.

Before Weiss could continue their conversation Ruby lowered her gaze to the heiress's ample bosom.

"Ruby, if you wanted a look you could just wait until we get back to the room." Weiss said to her staring girlfriend.

"Uh... Weiss?"

"Yes, Ruby?"

"When was the last time you uh... _emptied_ yourself?" Ruby asked, helpfully supplying air-quotes around the word 'emptied'.

At the question, Weiss looked down at her breasts. She noted that her dress seemed to be straining more than usual to contain the engorged things. She also just barely noticed wet stains beginning to form at their peaks.

"Oh no." Weiss said, "After we got that new dust I must have forgotten to do that today."

"How are we gonna get back to the room without anyone noticing?" Ruby asked her distressed girlfriend.

Although most people who knew them noticed most of their changes, such as Yang's scales or all of their breast sizes, Weiss still didn't want anyone to know that she was lactating. People might get the entirely wrong idea and assume she was pregnant which could cause her a whole stack of other problems regarding her father.

Thinking quickly, Weiss looked around the Beacon courtyard. Spotting what she was looking for not far from where she stood she turned back to face Ruby.

"I'll go to that restroom to relieve myself, you go on ahead to the room and let the others know I might be a while."

"Okay." Ruby said as she leaned forward to place a farewell kiss on her girlfriend's lips.

"I'll try not to be too long. I'll see you back at the dorms."

As Ruby finished waving goodbye to her girlfriend she began to walk away to return to the dorm and wait for Weiss.

* * *

The heiress entered the small structure off the side of the courtyard. It had only one unisex stall. After knocking with no answer and peeking her head around the door, she found that it was, thankfully, empty. She quickly closed the door and locked it behind her.

With only a small sense of annoyance at the fact she now had to do this, Weiss calmly emptied herself into the sink.

* * *

Ruby arrived in the hallway of her dorm building. As she approached her team's room, she noticed that the door across from hers was slightly open. Getting even closer, her wolf ears began to pick up some sounds that her human ones couldn't hear. It sounded like people gasping and breathing a bit more raggedly than normal.

She noticed that she sounds were coming from team JNPR's room. Curious, she peeked in through the slight opening in the doorway.

* * *

Ren had been sitting at his desk, dutifully going over some notes at his desk. He should have known better than to turn around at Nora's call. He now found himself straddled by his multi-breasted partner.

Nora kissed him and pressed her boobs against his chest. She didn't give him a moment to protest, not that he would have wanted to. Ren soon found his hands resting on his excitable partner's waist as he began to kiss her back. She moaned into his mouth and after a few more seconds of kissing she felt something hard pressing against her inner thigh.

She pulled away from the kiss and looked down at the bulge straining at Ren's pants. The redhead grinned and promptly undid his fly, allowing the hardening member to spring free. He tensed as she grasped him and began to slowly move her hand. The poor boy couldn't quite wrap his head around what was happening. His cute childhood friend that he had known for his entire life was sitting on his lap giving him a hand job. It wasn't unwelcome, of course, her touch was comfortable and she was beautiful.

Ruby could see the couple through the slight opening in the doorway, they were in front of one of the desks along the wall. She couldn't quite tell what they were doing, only that it seemed like Nora was sitting on Ren's lap. She could just barely see that Nora's right arm was moving. After a moment of watching, Nora leaned back slightly, giving Ruby a much better view of what was going on. She immediately blushed at the sight.

 _'I shouldn't be watching this!'_ Ruby thought to herself, 'That is something private... I should just walk away and pretend I didn't see anything...'

Despite her thoughts, Ruby found that she couldn't look away. She'd never seen a real guy's thing before, it looked so much smaller than Weiss's, how would it ever even _hit_ Nora's womb, let alone penetrate it? Ruby almost felt bad for the redhead, but not before she noticed something else.

 _'Is that... Does Nora have more boobs than the last time I saw her?'_

Just as Nora was beginning to become disappointed at Ren's lack of reaction, her partner shifted, sitting up straighter. Before the thought that he was trying to get up and leave could manifest in her mind, he reached forward and groped her topmost pair of breasts. Nora, being much more expressive than her quiet partner, moaned at his touch and gripped him tighter, earning a groan from him in turn. As Ren kneaded her sensitive chest, beads of milk began to form on her nipples.

Ruby remained outside of their doorway, silently watching every action. She licked her lips, wishing Weiss was here now. _'I should have gone with her... I could have helped her empty herself in no time.'_ Ruby thought to herself as she continued to watch.

Without realizing what she was doing, Ruby's hand slowly drifted down into her skirt. She nearly gasped as she reached her sensitive bud. Despite her mind's protests, she stood there in the hall watching her friends have sex as she pleasured herself through her underwear.

When Nora noticed Ren's breathing hasten, she stopped her motions and removed herself from his lap. Fighting the urge to laugh as his disappointed expression, she winked at him and got down on her knees in front of him. "I just wanted to try something..." She said as she started to play with her own breasts, being sure to give each one attention as more milk leaked from their tips. She made a show of coating her tits in the creamy substance, grinning internally as she saw Ren's gaze fixated on her dripping wet chest.

Ruby bit her bottom lip upon seeing Nora's chest in its full glory. Her fingers rubbed at her folds much more vigorously as she watched the shorter girl play with her boobs. Taking a cue from her, Ruby lifted her free hand to her own chest and began to tease one of the sensitive nipples through her shirt. She felt wetness trickle down her legs as her knees buckled, barely able to hold her upright any longer.

Once she was sure her tits were completely covered, Nora leaned up close to Ren and he instinctively spread his legs apart to allow her access. She slipped his rock hard erection between her lubricated chest bumps. He was only large enough to fit between two pairs of the tightly packed breasts, though the lowest pair still gently brushed against his balls. Nora squeezed the breasts tighter between her arms causing a light spray of milk as she massaged his dick with her tits.

Ruby just fell further into her own lust. Finally having enough of rubbing herself through her panties, she removed her hand from her waistband and fell to her knees. Now on the ground, she lifted her skirt up, presenting her soaked panties to all who might enter the hall, and pulled her panties down to around her knees. Immediately, she shoved three fingers into her waiting hole, only barely being able to stifle the moan that would have followed. As she began pumping her fingers in and out of herself, she had enough of her mental faculties in check to remember that she had a show to watch.

Paying attention to his groans and quickened breathing, Nora slid down just a little lower and met the tip of Ren's cock with her lips. She swirled her tongue over his head as her sensitive breasts continued to spray milk into Ren's lap and under his chair. The feeling of her breasts pressed so tight against his dick caused her to moan, the vibrations on his cock head sending a shiver up Ren's spine. Nora's eyes went wide as, without any warning, a spurt of cum shot into her mouth. She kept her lips dutifully wrapped around his member as load after load was sent down her throat.

As she added another finger into her entrance, Ruby wondered if she should do something like that for Weiss. She picked up the pace of her hand, pumping her fingers faster and faster, and she imagined what it would be like to taste Weiss's cum and to feel her fill her stomach the same way she fills her womb.

Ren fell back into his chair once the orgasm ended, but Nora wasn't done with him just yet and after knowing her for most of his life he knew this was just the start. Nora straddled him in the chair once again and leaned forward to kiss Ren. Knowing Nora, he wasn't shocked when she forced some of his own cum into his mouth and he continued to kiss her as if he hadn't noticed it. Without breaking the kiss, he moved his hand between their bodies, under Nora's skirt. He found that she had forgone any undergarments and so began to gently stroke her moistened outer folds.

Despite the couple's slower pace, Ruby couldn't help but go faster and harder, desperate to reach her own climax. To that end, Ruby felt that her fingers simply weren't filling her enough to finish her. She pulled her fingers almost all the way out of her pussy, and quickly folded her fingers together in a cone-like shape before suddenly shoving them back in, filling herself with her own hand.

Nora yelped as his finger brushed over her sensitive bud, breaking the kiss. He continued to explore her tender flesh and she rocked her hips in an attempt to feel even more. Not wanting to make her wait any longer, Ren pushed deeper into the tight folds. She moaned as she felt her long-time crush penetrate her entrance, her nipples still expressing milk to her pleasure.

Now almost entirely forgetting where she was, Ruby became frustrated by the fact that her hand couldn't reach deeper inside of herself. Without removing her hand, Ruby searched around her, looking for anything that could reach even deeper. Her searching hand fell upon pouch clipped to her belt and she got an idea.

His eyes drawn to the source of the milk, Ren lifted his unoccupied hand from her waist to her chest, grasping onto one of her newest assets. He massaged the soft breast and was rewarded by a loud moan from Nora accompanied by a stronger spray of the creamy milk. Ren suddenly leaned forward and pressed his lips to the nipple of another breast, eager to taste some of the sweet-looking milk. He involuntarily moaned into her chest, pleasently surprised by the exquisite taste. At the feeling of being milked and fingered at the same time, Nora couldn't help but to join in. She hungrily grabbed at her topmost boobs, milking one with her hand and shoving the other into her face to enjoy a drink herself.

Without thinking clearly, Ruby removed her scroll from its pocket and extended it to its hand-held size. She slowed her fisting hand before removing it from herself with a quiet pop. Wasting no more time, she shoved her scroll into her waiting hole. The long, flat device stretched her in a way she's not felt before. Rather than her walls hugging it tightly, as they would her hand or Weiss's cock, the scroll held her open in such a way that she could feel the cool air of the hallway caress her insides. Holding a hand over her mouth to contain her moans, she used her dripping wet hand to shove the device even further inside of herself, nearly yelping when she felt it vibrate.

Soon enough, all of the attention given to her chest as well as the fingers writhing in her pussy sent Nora over the edge, sending electricity through her whole body. She moaned out at the incredible sensations, her breast falling from her mouth, each of them spraying greater amounts of milk as she came. She was promptly left gasping for air as she leaned forward against Ren's chest. Ren, meanwhile, has recovered from his own previous orgasm and harder than ever. He reached behind him to his desk, grabbing a small unassuming box from behind a stack of books, and retrieved something from within. The action caused him and Nora to shift slightly, causing his throbbing member to brush against her still twitching folds. Nora gasped at the feeling and opened her eyes to find Ren holding a condom.

Nora opened her mouth to speak, but for once couldn't seem to find the words and simply nodded.

In her state of fisting herself while shoving the scroll ever deeper, Ruby briefly remembered what she was doing and looked back up to watch the spectacle in front of her. She was somewhat disappointed when they didn't seem to be doing anything and nearly whined as she nudged her scroll just a little further. When Ren pulled out the condom, Ruby became somewhat curious, she'd never seen anything like that before. The curiosity was short-lived as Ruby focused on her own growing pleasure, getting her hand back into a rhythm.

After he had slipped the condom over his cock, Nora didn't waste a moment and gripped his shoulders to lift herself above him as soon as it was done. After making sure they were properly lined up, Nora sat back down, impaling herself on Ren's dick. Contrary to what she had expected, her first time didn't hurt one bit and she instantly found herself shaking and moaning on top of him, his rod penetrating deeper than she'd ever felt before. Once she was sure she was used to his size, she lifted herself back up until his head was just about to slip free of her entrance, before once again sitting down. Ren once again grasped her breasts both to keep steady and to keep his hands occupied. She continued her motions, going faster with each thrust, getting into a rhythm as she bounced up and down on Ren's cock.

Ruby grew slightly jealous watching Nora happily bounce in Ren's lap. She imagined herself in the same situation with Weiss, her walls gripping her cock, it going in and out of her womb. Something she couldn't achieve with her makeshift scroll and fist combo. Once again, Ruby's scroll vibrated within her, the sensation made her moan. She quickly bit her lip and looked back at the couple still entirely focused on only each other.

"Ngh... I'm getting... close..." Ren croaked out as Nora continued to ride him.

"M- Me too~!" Nora moaned as she sped up even more, small pink sparks emanating from her body.

All at once, Nora felt electricity coursing through her and every muscle in her body tensed up as she came again. Her walls clamped down around Ren's cock, causing him to finish with her. As soon as it began, it was over, and Nora once again slumped forward into Ren as every so often she twitched, pink bolts of lightning accompanying each twitch.

The combination of her continued efforts and watching Nora's intense orgasm was enough for Ruby to finally tip over the edge. She bit down on her lip and pinched her nipple as hard as she could. Her hand flew out and away from her gripping pussy as she came. Fluids rushed out of her as she squirted, throwing her head back in pleasure as her legs shook.

Ruby panted, taking a moment to rest as she returned to her senses. She looked to her left and right, relieved to find that no one was in the hallway with her. Standing up, she pulled up her panties and set her skirt back in place, hoping that she didn't look too disheveled. She took one last look into JNPR's dorm and saw Ren hugging Nora to his chest as they both rested. Confident that they didn't see or hear her, she quietly shut the door completely.

Just as she reached for her pocket to retrieve her scroll to unlock her room's door, she felt her cervix vibrate.

 _'Oh... right.'_ Ruby thought to herself. _'I wonder if the lock can detect the scroll from there...'_

Just as she was wondering how she was going to get back into the room, Weiss rounded the corner and entered the hall.

"Ruby?" she asked, "What are you still doing out in the hall?"

Before Ruby could think of a good answer to the question, Weiss continued "Nevermind, I wanted to ask you something else." She pulled out her scroll and began looking through messages as she spoke "I got a few of these messages from you that are just gibberish writing, and look," Weiss showed Ruby an image that is almost completely black, some of what you can see is an indistinct shape with a reddish-pink color, "Why did you send me this photo? What even is it? I tried calling you to ask about them, and make sure you were okay, but you weren't answering. The one time you did answer all I could hear was some wet, slurping noises before hanging up, so I assumed you had dropped your scroll in your drink or something."

Hearing all of this, Ruby blushed and looked away. "I, uh... I _may_ have gotten my scroll stuck... somewhere..."

"Well where is it?" Weiss asked.

In Reply, Ruby looked around the hallway once again, after she was sure that only she and Weiss were there she silently lifted the front of her skirt, showing Weiss her soaked panties.

After a second of confusion, Weiss was able to understand what Ruby was showing her. She just pinched the bridge of her nose and shook her head. "Dolt..."

"But I'm _your_ dolt, right?" Ruby said, lowering her skirt.

"I suppose you are." The older girl giggled. She moved to use her own scroll to unlock the door. "Now, let's just get inside so we can get your scroll back."

* * *

After a few moments of rest, Ren shook Nora's shoulder to ensure she was still awake. She whined weakly at being disturbed from her rest.

"Come on, Nora." He spoke, "We have to clean up..." he finished, gesturing to their bodies and the floor around them which were soaked with milk and other fluids.

"Oh... Hehe... right..." Nora giggled.

They untangled themselves from each other and got off the chair. Nora took a moment to admire the mess they made together while Ren retrieved a mop.

After a few moments of cleaning, Ren was almost done with the mess around the chair. Just as he began to finish up, he noticed another puddle, this time much closer to their door. He figured he just didn't notice Nora squirt past him and cleaned up the mess without giving it much more thought.

* * *

 **Thank you for reading!**

 **Again, I want to say that I'm sorry for how long it took for me to write and release this chapter. I ended up not writing in general a whole not, and when I did get around to it I mostly only wrote one or two paragraphs. I'm hoping that won't happen again.**

 **However I've got some good news (or bad news, depending on your thoughts).**  
 **I've done a thing I should have done earlier in the process of writing this and figured out an ending!**

 **Don't worry though, by my outlines that should be a bare** _ **minimum**_ **of 10 chapters away at the rate I'm going. And even after that I plan to take a page out of The Citrus Principal's book and continue writing canon and non-canon epilogues for your (and my) continued dust-enhanced pleasure.**


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